Agenda packet — Upland City Council, January 13, 2025 (part 1 of 2)

° UA � CIoUPLAND
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EETING OF THE CITY COUNCIL
„71,rjen,qPa/
Bill Velto,Mayor
Rudy Zuniga, Mayor Pro Tern-District 4 Michael Blay, City Manager James Breitling, Couucilmember• District 2 Stephen P. Deitsch,City Attorney Carlos A.Garcia,Couucilmember- District 3 Keri Johnson,City Clerk Shannon Maust,Councilmember-District 1
Monday, January 13, 2025
Open session begins at 6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Residents may observe the City Council meetings remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.

City of Upland Mission Statement
The City of Upland is committed to delivering superior services that meet community needs with transparency and integrity.

City of Upland Vision Statement
Upland is a safe community with historic character where residents enjoy a high quality of life.

Pages

1. CALL TO ORDER AND ROLL CALL

2. ADDITIONS-DELETIONS TO AGENDA

3. ORAL COMMUNICATIONS
This is a time for any citizen to comment on item listed on the closed session agenda only. Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. The use of visual aids will be included in the time limit.

CLOSED SESSION BEGINS AT 5:00 p.m.

4. CLOSED SESSION
a. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: 1,400 square foot parcel located on the east side of Grove Avenue, approximately 470 feet north of Foothill Boulevard in the City of Upland (Assessor Parcel Number: 0207-462-02)
City Negotiators: City Manager Michael Blay and Development Services Director Robert Dalquest

Negotiating Party: Jonathan K. Cornelius, Fore Property Company Under Negotiation: Price and terms of payment

5. INVOCATION
Pastor Laurie Baiz, Life Bible Fellowship Church

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Recognition of Sponsors of the Hometown Holiday Parade and Faire Certificate of Recognition to the Friends of the Upland Library for their Successful Fundraising during Adult Literacy Awareness Week

8. CITY ATTORNEY

9. ORAL COMMUNICATIONS
This is a time for any citizen to comment on any item listed or not listed on the agenda.

Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. Speakers will be given five (5) minutes during public hearings. The use of visual aids will be included in the time limit. Public comments and questions for the purpose of hearing current matters of concern in our community and to provide citizens a method for the public to hear those concerns in an open venue is encouraged. However, under the provisions of the Brown Act, the City Council is prohibited from discussion of items not listed on the agenda, and therefore, the City Council, City Manager, or City Attorney will take communications under advisement for consideration and appropriate response or discussion at a later time.

Individuals who demonstrate disruptive conduct during City Council meetings that prevent the City Council from conducting its meeting in an orderly manner are guilty of a misdemeanor as stated in PC403, disrupting a public meeting, and are subject to removal from the chamber or arrest.

CAMPAIGN CONTRIBUTION DISCLOSURE: Pursuant Gov. Code § 84308, any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $500 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

10. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will be enacted by one vote. There will be no separate discussion of these items unless members of the legislative body request specific items be removed from the Consent Calendar for separate action.

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 6

Recommended Action:

Approve the Special Meeting Minutes of December 9, 2024 and the Regular Meeting Minutes of December 9, 2024. (Staff Person: Keri Johnson) b. ACCEPT THE RESIGNATION OF LIBRARY BOARD OF TRUSTEES MEMBER 14 CEQA: Not a Project.

Recommended Action:

Accept the resignation from Library Board of Trustees Member Lester Sandy. (Staff Person: Keri Johnson)
c. CONSIDER RATIFYING REAPPOINTMENTS TO THE CITY COUNCIL 15

ADVISORY COMMITTEE
CEQA: Not a Project.

Recommended Action:

Ratify the appointments of Gary Schwary and Stephanie Wells to the City Council Advisory Committee with terms to expire in December 2028. (Staff Person: Keri Johnson)
d. ACCEPT THE RESIGNATION OF PUBLIC WORKS COMMITTEE MEMBER 22 CEQA: Not a Project.

Recommended Action:

Accept the resignation from Public Works Committee Member Andrew Rubio. (Staff Person: Keri Johnson)
e. CONSIDER APPROVAL OF NOVEMBER WARRANT AND PAYROLL 23

REGISTERS
CEQA: Not a Project.

Recommended Action:

Approve the November warrant registers (check numbers 50557 — 50904 and direct disbursements) totaling $8,858,086.70 and payroll registers totaling $1,928,953.64 (check numbers 164007 — 164047 and electronic fund transfers 51413 — 51976). (Staff Person: Stephen Parker)
f. TREASURER'S REPORT NOVEMBER 2024 35
CEQA: Not a Project.

Recommended Action:

Receive and file the November 2024 Treasurer's Report.
g. CONSIDER APPROVAL OF AMENDMENT NO. 2 TO A PROFESSIONAL 52

CONSULTANT SERVICES AGREEMENT WITH GEOGRAPHICS
CEQA: Not a Project
Recommended Action:

Approve Amendment No. 2 to the professional consultant services agreement with Geographics for creative support, text, copy, graphic design and layout, artwork services, print production, and mailing of the City's Upland Today News

Magazine. (Staff Person: Stephen Parker)
h. CONSIDER APPROVAL OF FIRST AMENDMENT TO PROFESSIONAL 85

SERVICES AGREEMENT WITH DTA FOR THE COMPREHENSIVE

DEVELOPMENT IMPACT FEE STUDY
CEQA: Not a Project
Recommended Action:

Approve a First Amendment to the Professional Services Agreement with DTA in an amount not-to-exceed $3,200 and extend the term through February 28, 2025. (Staff Person: Stephen Parker)
i. CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT FOR 139 THE DESIGN OF STREET AND UTILITY IMPROVEMENTS ON 14TH STREET

AND GROVE AVENUE
CEQA: Categorically Exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15306.

Recommended Action:

Approve a professional services agreement with HR Green for the preparation of street, water, and sewer improvement construction documents for 14th Street, between Campus Avenue and Grove Avenue, and for Grove Avenue, between Foothill Blvd. and 15`h Street in the amount of$421,378; approve a contingency in the amount of $43,622, for a total amount of $465,000; and, authorize the City Manager to execute the agreement and any future amendments within the City Manager's authority. (Staff Person: Chris Alanis)
j. CONSIDER APPROVAL OF CHANGE ORDER NO. 3 FOR PROJECT NO. 225 82347, PD AIR HANDLER REPLACEMENT PROJECT
CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301 (Existing Facilities) of the CEQA guidelines.

Recommended Action:

Approve Change Order No. 3 for Project No. 82347, PD Air Handler Replacement Project with F.M. Thomas Air Conditioning, Inc., in the amount of $98,626; and authorize the City Manager or his designee to execute the change order. (Staff Person: Chris Alanis)
k. CONSIDER AWARD OF BID FOR PROJECT NO. 82358, ELECTRIC VEHICLE 231

CHARGING STATIONS AT PUBLIC WORKS
CEQA: Not a Project.

Recommended Action:

Approve the purchase of nine (9) CPF50 dual port, level 2 electric vehicle charging stations and one (1) CPE250 dual port, DC fast charging station from ChargePoint, Inc. in the amount of $99,942.02, authorize the City Manager to finalize the purchase of the charging stations through Sourcewell Contract No. 042221-CPI; and approve a budget amendment to increase the Fiscal Year 2024- 25 General Fund Capital Project Account No. 4257500-82358 in the amount of $275,000 for Project No. 82358. (Staff Person: Chris Alanis)

11. PUBLIC HEARINGS

12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR

CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only.

13. BUSINESS ITEMS

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The City Council will adjourn in memory of retired Police Captain John Cannon and retired Police Department employee Theora Kazerooni. The next regularly scheduled City Council meeting is Monday, January 27, 2025.

NOTE: If you challenge the public hearing(s) or the related environmental determinations in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City of Upland, at, or prior to, the public hearing.

All Agenda items and back-up materials are available for public review at the Upland Public Library, at 450 North Euclid Avenue, the City Clerk's Office at 460 North Euclid Avenue and the City website at www.uplandca.gov .

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office, 909-931-4120.

Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II] To access written transcription during the meeting, please click this link:
https://attend.wordly.ai/join/LVGO-0906 . Then choose language and click attend to read the transcript on your device.

On January 8, 2025 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library) and 460 N. Euclid Avenue (Upland City Hall), and the City website at www.uplandca.gov

MINUTES OF THE SPECIAL MEETING OF THE UPLAND CITY COUNCIL December 9, 2024
5:00 p.m.

SPECIAL MEETING
Upland City Council
Council Chamber
City Hall, 460 N. Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City Attorney Stephen P. Deitsch, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The special meeting of the Upland City Council was called to order by Mayor Bill Velto at 5:03 p.m. in the Council Chamber of the Upland City Hall.

2. ORAL COMMUNICATIONS
Abbey and Baylee Maust, Upland, congratulated Shannan Maust on her reelection.

3. AGENDA ITEMS
a. CONSIDER ADOPTING A RESOLUTION CERTIFYING THE RESULTS OF THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION
City Clerk Johnson presented the staff report.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Breitling
Adopt Resolution No. 6811 reciting the fact of the General Municipal Election held on November 5, 2024, declaring the results and such other matters as provided by law.

Motion: Carried Unanimously
b. ADMINISTRATION OF THE OATH OF OFFICE
City Clerk Johnson administered the Oath of Office to newly re-elected Mayor Bill Velto, Councilmember Shannan Maust, and City Treasurer Greg R. Bradley.

Comments were made by newly elected officials.

4. ADJOURNMENT
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Mayor Velto adjourned the meeting at 5:15 p.m. The next regularly scheduled City Council meeting is Monday, December 9, 2024 at 6:00 p.m.

Ken Johnson, City Clerk
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MINUTES OF THE JOINT MEETING OF THE UPLAND CITY COUNCIL,

CITY OF UPLAND FINANCING AUTHORITY, AND THE

CITY OF UPLAND PARKING AUTHORITY
December 9, 2024
6:00 p.m.

Council Chamber
City Hall, 460 N Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City Attorney Stephen P. Deitsch, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The regular meeting of the Upland City Council was called to order by Mayor Bill Velto at 6:01 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
None.

3. ORAL COMMUNICATIONS
None.

4. CLOSED SESSION

5. INVOCATION
Rabbi Stephen Epstein, Temple Sholom

6. PLEDGE OF ALLEGIANCE
Led by Interim Public Works Director Chris Alanis

7. PRESENTATIONS
Proclamation recognizing Lieutenant Maurice "Moe" Duran upon his retirement from the City with 20 years of service.

8. CITY ATTORNEY
City Attorney Deitsch stated he had nothing to report.

9. ORAL COMMUNICATIONS
Jessica Escoto, Recreation and Community Services Manager, announced the upcoming Hometown Holiday Parade and Faire.
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Jim Flock, Upland, commented on considerations by past City Councils to outsource the Police Department to San Bernardino County Sherriff's Department.

10. CONSENT CALENDAR
Councilmember Breitling removed Consent Calendar Item 10e and Councilmember Garcia removed Consent Calendar Items 10d and 10t for separate action.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Breitling
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of November 25, 2024. b. ACCEPT AND FILE SCHEDULED VACANCIES FOR COMMISSIONS, COMMITTEES, AND BOARDS FOR CALENDAR YEAR 2025
Accept and file the Local Appointments List for all City commissions, committees, and boards for calendar year 2025, and direct the City Clerk to post the list. c. CONSIDER RATIFYING THE APPOINTMENT OF MAYOR PRO TEM
Ratify the appointment of Councilmember Zuniga as Mayor Pro Tern, term to expire in December 2025.
f. CONSIDER ADOPTION OF THE FIVE-YEAR DEVELOPMENT IMPACT FEE REPORT AND RECEIVE AND FILE THE FY 2023-24 QUIMBYAND

DEVELOPMENT IMPACT FEE ANNUAL REPORTS
Adopt the Five-Year Development Impact Fee Report in accordance with Assembly Bill 1600 for Fiscal Year 2024-25; and receive and file the FY 2023-24 Quimby and Development Impact Fee annual reports.
g. CITY OF UPLAND PARKING AUTHORITY 2024 ANNUAL REPORT
City of Upland Parking Authority Board of Directors receive and file the annual report of the 2024 activities of the Parking Authority. h. CITY OF UPLAND FINANCING AUTHORITY 2024 ANNUAL REPORT City of Upland Financing Authority Board of Directors receive and file the annual report for the 2024 activities of the Financing Authority.

CONSIDER APPROVAL OF AN AGREEMENT FOR INSTALLATION OF

CAMERAS IN THE DOWNTOWN
Approve an agreement with TRL Systems to purchase cameras, networking systems and installation services in the amount of $508,926.92; approve the use of $8,926.92 in Asset Forfeiture funds; and authorize the City Manager to execute the agreement.
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j. CONSIDER APPROVAL OF AGREEMENT FOR WEBSITE REDESIGN AND HOSTING SERVICES WITH REVIZE INC. USING ARPA FUNDING
Approve an agreement with Revize Inc. for website redesign and hosting services for $100,000; and authorize the City Manager to execute the agreement and any documents necessary to implement the website redesign. k. CONSIDER APPROVAL OF APPROPRIATION OF $2.5 MILLION IN AMERICAN

RESCUE PLAN ACT FUNDS FOR THE FOOTHILL BOULEVARD

IMPROVEMENT PROJECT
Approve an appropriation of $1,036,662 in American Rescue Plan Act funds for the Foothill Boulevard Improvement Project; approve an appropriation of $1,263,338 previously obligated for indirect administrative services support for the Foothill Boulevard Improvement Project; adopt Resolution No. 6813 approving an interdepartmental Memorandum of Understanding between the City Manager's Office and the Public Works Department to obligate American Rescue Plan Act funds in the total amount of $2.3 million towards the Foothill Boulevard Improvement Project; and authorize the City Manager and Acting Public Works Director to execute the Memorandum of Understanding.

CONSIDERATION OF A RESOLUTION AND AMENDED LICENSE

AGREEMENT WITH SBCTA REGARDING THE PACIFIC ELECTRIC TRAIL AND

THE TOM THOMAS MAGNOLIA PLAZA PROJECT
Adopt Resolution No. 6810 affirming reservation of the Pacific Electric Trail right- of-way (formally known as the Baldwin Park Branch right of way) purchased by San Bernardino County Transportation Authority from the Southern Pacific Transportation Company, is reserved for a future transportation facility and any other uses of the property are interim uses only; and approve Amendment No. 2 to the License Agreement between the City of Upland and San Bernardino County Transportation Authority.
m. CONSIDER APPROVAL OF AMERICAN RESCUE PLAN ACT FUNDS AND

PROGRAM GUIDELINES FOR THE SMALL BUSINESS EXPANSION GRANT Approve the program guidelines for the Small Business Expansion Grant Program ("Program"), approve the use of $225,000 in American Rescue Plan Act funds to implement the Program, and adopt Resolution No. 6814 approving an interdepartmental Memorandum of Understanding between the City Manager's Office and the Development Services Department to obligate American Rescue Plan Act funds in the amount of$225,000 for the Program. n. CONSIDER APPROVING THE NOTICE OF COMPLETION FOR PROJECT NO. 32337, DOWNTOWN PARKLETS
Accept the work completed; authorize the City Manager to execute and record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Downtown Parklets Project.
o. CONSIDER APPROVING OUT OF AGENCY SEWER SERVICE AGREEMENT NO. 2024-10-03 FOR 2550 THUNDER MOUNTAIN ROAD
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Approve Sewer Service Agreement No. 2024-10-3 for the property at 2550 Thunder Mountain Road; and authorize the City Manager to execute the agreement.
p. CONSIDER AN AWARD OF BID FOR PROJECT NO. 74010, LEXINGTON STREET, 1ST AVENUE,AND 2ND AVENUE STREET REHABILITATION AND

UTILITY IMPROVEMENTS
Approve the Plans and Specifications for Project 74010; award the construction contract to All American Asphalt in the amount of $895,527; and authorize a construction contingency in the amount of $100,000, for a total amount of $995,527.
q. CONSIDER AWARD OF BID FOR PROJECT NO. 16127, DOWNTOWN PUBLIC PARKING LOT IMPROVEMENTS ON THE SOUTH SIDE OF "A" STREET, 450

FEET EAST OF THIRD AVENUE
Approve the Plans and Specifications for Project No. 16127; deem the bid from Estate Design and Construction non-responsive, award the construction contract to H L Hitchcock Construction, Inc. in the amount of $228,135; and authorize a construction contingency in the amount of $60,000, for a total amount of $288,135.
r. CONSIDER APPROVAL OF SIX BASINS PURCHASE ORDER INCREASE Approve a $9,168 increase to Purchase Order No. 20250093, for a total purchase order amount of $55,260, to accommodate the updated assessment fees from Six Basins for the calendar year 2024.
s. CONSIDER APPROVAL OF AN INCREASE TO AN EXISTING PURCHASE ORDER WITH 10-8 RETROFIT
Approve an increase to the existing purchase order with 10-8 Retrofit by $207,000 for a total purchase order amount of $218,000; and authorize the City Manager to execute all necessary documents.
d. CONSIDER RATIFICATION OF MAYORAL APPOINTMENTS FOR 2025 There was discussion regarding changes in regional appointments.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Ratify the Mayoral Appointments for 2025, appointing Council Members and City Representatives to City Council committees and various City and regional committees.

Motion: Carried Unanimously
e. CONSIDERATION OF A RESOLUTION ADOPTING REVISED CITY COUNCIL

RULES OF PROCEDURE
Council requested the language regarding Council reports be removed from the Council Communications section and added to the Council Committee Reports section of the Rules of Procedure.
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Moved by: Councilmember Breitling
Seconded by: Councilmember Zuniga
Adopt Resolution No. 6812 repealing Resolution No. 6702 and adopting Rules of Procedure for the Upland City Council, as revised.

Motion: Carried Unanimously
t. CONSIDER APPROVAL OF THE SECOND AMENDED AND RESTATED AGREEMENT WITH BURRTEC WASTE INDUSTRIES, INC.

Councilmember Garcia announced that he had received a Senate campaign donation from Burrtec, so he would be recusing himself from voting on this item.

Moved by: Councilmember Breitling
Seconded by: Councilmember Zuniga
Adopt Resolution No. 6815 approving the amended and restated agreement for solid waste collection, processing, disposal, and ancillary services with Burrtec Waste Industries, Inc. and adopting rates for solid waste collection services; 2) approve the Second Amended and Restated Agreement between the City of Upland and Burrtec Waste Industries, Inc. for waste management services, and 3) authorize the City Manager to execute the agreement, make adjustments to the revenue and expense portions of the previously approved budget to align with the current solid waste program rates, and approve any related documents on behalf of the City.

Motion: Carried Unanimously with Councilmember Garcia abstaining

11. PUBLIC HEARINGS

12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR

CONFERENCE ATTENDANCE
No reports.
b. ECONOMIC DEVELOPMENT COMMITTEE MEETING, DECEMBER 2, 2024 Committee Chairperson Garcia provided a recap of the meeting.

13. BUSINESS ITEMS

14. COUNCIL COMMUNICATIONS
Councilmembers announced various activities and events throughout the community.

15. CITY MANAGER
City Manager Blay congratulated Lieutenant Duran on his retirement.

16. ADJOURNMENT
At 6:39 p.m., Mayor Velto adjourned in memory of Upland Police Detective Caitlin Teague. The next regularly scheduled City Council meeting is Monday, January 13, 2025.
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Keri Johnson, City Clerk
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, trpl" CITY FUPLAND
„.;
"The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK

JENNIFER RODRIGUEZ,DEPUTY CITY CLERK
SUBJECT: ACCEPT THE RESIGNATION OF LIBRARY BOARD OF TRUSTEES MEMBER RECOMMENDED ACTION:

It is recommended that the City Council accept the resignation from Library Board of Trustees Member Lester Sandy.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various committees,commissions,and boards.

BACKGROUND
The Library Board of Trustees is a standing board of the City Council and consists of one Councilmember and five citizen advisory members. The function of the Board is to serve the community by providing materials and staff assistance for meeting the informal and educational needs of the library users.

ISSUES AND ANALYSIS
Mr. Sandy submitted his resignation,effective December 31,2024,to the City Clerk's office on November 12,2024.

Mr. Sandy was appointed to the Board on May 22,2023.The term of the appointment will expire in June 2026.

The resignation creates an unscheduled vacancy and Government Code Section 54974 requires vacancies be posted for 10 working days before new appointments can be made. The notice of unscheduled vacancy was posted at City Hall,the Library,and the City's website on January 6,2025.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a"project" and thus is exempt.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 14 of 237 ends

�� pl"� CITY
UPLAND
"The City of Gracious Living"
Staff`kr
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDER RATIFYING REAPPOINTMENTS TO THE CITY COUNCIL ADVISORY

COMMITTEE
RECOMMENDED ACTION:

It is recommended that the City Council ratify the reappointments of Gary Schwary and Stephanie Wells to the City Council Advisory Committee with terms to expire in December 2028.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on committees,commissions,and boards.

BACKGROUND
The City Council Advisory Committee (Committee) consists of five members, each Councilmember appoints a Committee member as their representative.

The Committee reviews any matters which may be referred to the Committee from time to time and is responsible for reviewing Community Development Block Grant(CDBG)applications; and presenting the CDBG grant distribution recommendations to the City Council.

ISSUES AND ANALYSIS
Mayor Velto has chosen to reappoint Gary Schwary and Councilmember Maust has chosen to reappoint Stephanie Wells to the Committee.The terms of the appointments expire in December 2028.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 15 of 237 ends

or aAt
~�� s. City of Upland
-14. r
Public Service Application for Commissions,
°�4/post4 Committees, or Boards
I am applying to serve on the following commission, committee, and/or board.

CHAIR 0 F THE COUNCIL ADVISORY COMMITTEE
Name: GARY SCHWARY
Home Address:

Primary Phone: hone:

Email Address:

Which district do you live in?
U DDiistrictstrict 2 ❑f ❑ District 3
strict 4
Current occupation: MORTGAGE LENDING
Professional/educational background:

BACHELOR OF ARTS FROM UCLA CLASS OF 1979
Why are you interested in serving on a commission, committee, or board?

BECAUSE I LOVE MY CITY AND I HAVE BEEN SERVING ON ONE COMMITTEE OR ANOTHER SINCE 2000.

Describe any other skill experience that you possess that will qualify you for the commission, committee, or board desired:

THE ABILITY TO CONDUCT A FAIR AND INFORMATIVE COMMITTEE MEETING

Page 16 of 237 ends

List three (3) community references:

1. NAME:BILL.VELTO PHONE:

2. NAME: RUDY ZUNIGA PHONE.

3. NAME:JAMES BRETLING PHONE.

On a separate sheet please answer the following:

What do you feel are the most important issues facing the City of Upland? (300 words or less)
I declare, under penalty of disqualification and termination, that all statements in this application are true and correct to the best of my knowledge. I further declare that if I am appointed, I will serve fairly, impartially, and to the best of my ability.

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

I further acknowledge that information contained in this application is a public record and may be subject to public inspection pursuant to the California Records Act (CA Gov. Code § 6250 et seq.). Applications are t on file in the City Clerk's office for a period of three years.

Signature: Date: 9/26/2024
I read and unde d the above statement
Please return your completed,signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

Page 17 of 237 ends

September 25, 2024
To whom it may concern...

The issues facing the City of Upland can be summed up in two categories.

The First is revenue which is why we need the Ballot measure raising our Sales Tax to pass. Look at the Tax Rate of all the surrounding cities and you will see that EVEN WITH THE HIGHER TAX RATE that is being voted on, we are still significantly lower than our neighboring cities.

The second is divisiveness. There are far too many people that form these groups that come out contrary to anything that resembles growth in our city. In the same breath, they deserve a forum to express their concerns however it does not always have to be a contemptuous environment.
- •.;��iTl1 " - .
ary c wary

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0f' tYp
4 9i
City of Upland
.; .,..,,/ ;_: Public Service Application for Commissions, °tx, ��• Committees, or Boards
I am applying to serve on the following commission, committee, and/or board.

CITY COUNCIL ADVISORY COMMITTEE
Name: Stephanie D. Wells
Home Address:

Primary Phone: Secondary Phone:

Email Address:

Which district do you live in?
O District 1 ❑ District 3
❑ District 2 ❑ District 4
Current occupation: Non-Profit Executive Director
Professional/educational background:

Over 35 years of experience in the non-profit sector raising funds and awarding grants to non-profit organizations in the following fields: arts and culture, health and science, senior, youth and family programs, STEM education, workforce development, recreation and fitness, youth sports, and animal welfare.

Why are you interested in serving on a commission, committee, or board? I have multiple years of experience writing, reviewing, and awarding government agency grants and would be honored to support Upland as a volunteer.

Describe any other skill experience that you possess that will qualify you for the commission, committee, or board desired:

In addition to serving on the Upland CCAC Committee prior, I have also written grant requests and also sat on selection committees reviewing and awarding CDBG grant applications for other communities in Southern California.

Page 19 of 237 ends

List three (3) community references:

1. NAME: Shannon Maust PHONE:

2. NAME: Ralph Cavallo PHONE:

3. NAME: Kelly McMenomy PHONE:

On a separate sheet please answer the following:

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

I further acknowledge that information contained in this application is a public record and may be subject to public inspection pursuant to the California Records Act (CA Gov. Code § 6250 et seq.). Applications are kept on file in the City Clerk's office for a period of three years.

Signature:_ Date: 12/19/24
I read and understand the above statement
Please return your completed, signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

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CITY OF UPLAND—PUBLIC SERVICE APPLICATION FOR STEPHANIE WELLS

CITY COUNCIL ADVISORY COMMITTEE
December 19, 2024
What do you feel are the most important issues facing the City of Upland? The City of Upland needs to focus on the revitalization of businesses within the city,with emphasis placed on the Historic Downtown district and in areas with a high number of business vacancies and decreased growth. Incoming businesses should be welcomed and selected based on the needs of the community and the areas served. A concerted effort should be made to seek women-and minority- owned businesses, increasing the diversity of Upland's business community and better representing the diverse population of the city and those served. Business growth and support needs to focus on all four districts of Upland with special emphasis on Districts 3 and 4,which are often overlooked. Public infrastructure (safe roads, sidewalks) and neighborhood beautification (healthy trees and greenery, weed abatement,graffiti removal) must be supported within all districts with special emphasis on areas that often appear to be neglected more than other districts. Support of local non-profit organizations providing vital needs and services to Upland's most vulnerable populations need full support of the city.

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�� pl"� CITY
UPLAND
„.;
"The City of Gracious Living"
Staff`kr
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK

JENNIFER RODRIGUEZ,DEPUTY CITY CLERK
SUBJECT: ACCEPT THE RESIGNATION OF PUBLIC WORKS COMMITTEE MEMBER RECOMMENDED ACTION:

It is recommended that the City Council accept the resignation from Public Works Committee member Andrew Rubio.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various committees,commissions,and boards.

BACKGROUND
The Public Works Committee (Committee) is a standing committee of the City Council and consists of two Councilmembers and five citizen advisory members. The function of the Committee is to provide an opportunity for review and fact finding relative to significant projects, program, or activities in Public Works operations prior to consideration by the entire Council. Citizen Advisory Members of the Public Works Committee are the reviewing body for street tree removal requests.

ISSUES AND ANALYSIS
Committee Member Rubio submitted his resignation, effective immediately,to the City Clerk's office on January 3, 2025. Mr. Rubio was appointed to the Committee on February 13, 2023.The term of the appointment will expire in December 2026.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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, �pl"� CITY FUPLAND
'5, _i• "The City of Gracious Living"
Stafif(krcifil
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF NOVEMBER WARRANT AND PAYROLL REGISTERS RECOMMENDED ACTION:

It is recommended that the City Council approve the November warrant registers(check numbers 50557—50904 and direct disbursements)totaling $8,858,086.70 and payroll registers totaling$1,928,953.64 (check numbers 164007 — 164047 and electronic fund transfers 51413 —51976).

GOAL STATEMENT
The proposed action supports the City's goal of managing the City's resources in a fiscally responsible and transparent manner.

BACKGROUND
The City Council is presented with the financial disbursements for the purchase of materials,supplies,services,capital projects,and payroll warrants issued in the prior month. This process provides the City Council with the opportunity to review the monthly expenses of the city.

ISSUES AND ANALYSIS
In accordance with Government Code 37208,the Finance Manager hereby certifies that the attached warrant registers, direct disbursements and payroll registers have been found to conform to the approved budget and have been paid.

These demands are submitted to the City Council for review and approval.

FISCAL IMPACTS
Funds are available for the payment of the warrant registers,direct disbursements and payroll registers in accordance with the Fiscal Year 2024-25 operating budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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S'4 PF UP
29 City of Upland
" '% lad Accounts Payable Check Reconciliation Register t ,t
LIPo8 11/01/2024- 11/30/2024
91 CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50557 11/06/2024 PRINTED 14 ACTION AWARDS 4,522.41 50558 11/06/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 110.00 50559 11/06/2024 PRINTED 3 AIRGAS USA LLC 738.46 50560 11/06/2024 PRINTED 1403 ALLEN JR.,JOHN DAVID 295.58 50561 11/06/2024 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 20,207.17 50562 11/06/2024 PRINTED 1396 ALVAREZ,MARIA ELENA 1,050.00 50563 11/06/2024 PRINTED 591 ANTHONY ORNELAS 436.00 50564 11/06/2024 PRINTED 289 ARROW TRAILER SUPPLIES INC 63.61 50565 11/06/2024 PRINTED 500 ARTESIA SAWDUST PRODUCTS INC 6,673.20 50566 11/06/2024 PRINTED 3987 BALDY VIEW GYMNASTICS 1,642.20 50567 11/06/2024 PRINTED 1348 BAST,KAY 264.00 50568 11/06/2024 PRINTED 1374 BAY ALARM COMPANY 674.81 50569 11/06/2024 PRINTED 1112 BEGINNERS EDGE SPORTS TRAINING,LLC 3,059.14 50570 11/06/2024 PRINTED 1999 RACHEL BOAL 452.80 50571 11/06/2024 PRINTED 83401 CARL WARREN&CO 4,166.66 50572 11/06/2024 PRINTED 84141 CARTY,DIANE 414.00 50573 11/06/2024 PRINTED 177 CONSOLIDATED ELECTRICAL DISTRIBUTORS,INC 368.35 50574 11/06/2024 PRINTED 1972 REMAC TRANSMISSION INC 4,266.82 50575 11/06/2024 PRINTED 82791 CHEM PRO LLC 333.00 50576 11/06/2024 PRINTED 1755 CIVICA LAW GROUP,APC 15,111.48 50577 11/06/2024 PRINTED 501 MARIO HERNANDEZ 9,975.00 50578 11/06/2024 PRINTED 521 COUPLAND,DONNA 216.00 50579 11/06/2024 PRINTED 656 DANIELS TIRE SERVICE,INC 1,108.57 50580 11/06/2024 PRINTED 29001 DELANEY,CHRISTOPHER 135.00 50581 11/06/2024 PRINTED 124 DEPARTMENT OF JUSTICE 256.00 50582 11/06/2024 PRINTED 1570 DIRECTV ENTERTAINMENT HOLDINGS LLC 161.75 50583 11/06/2024 PRINTED 73401 ERNIE'S DISCOUNT ROOTER 269.00 50584 11/06/2024 PRINTED 97141 EUROFINS EATON ANALYTICAL INC 8,655.00 50585 11/06/2024 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 560.09 50586 11/06/2024 PRINTED 128 FORTIER,NURIA 210.00 50587 11/06/2024 PRINTED 99418 FRANCHISE TAX BOARD 22.83 50588 11/06/2024 PRINTED 111311 FUN WITH SCIENCE 153.00 50589 11/06/2024 PRINTED 1603 GOLDEN STAR JANITORIAL INC 1,700.00 50590 11/06/2024 PRINTED 16829 GOURMET GOURMET CATERING 666.04 50591 11/06/2024 PRINTED 290 GRAINGER 2,783.53 50592 11/06/2024 PRINTED 329 HOLLIDAY ROCK CO INC 1,717.72 50593 11/06/2024 PRINTED 1411 HOPLEY,LAUREN 559.14 50594 11/06/2024 PRINTED 3430 INLAND EMPIRE STAGES,LTD 3,043.19 50595 11/06/2024 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 118,077.78 50596 11/06/2024 PRINTED 4137 INLAND FAIR HOUSING MEDIATION BOARD/FHMB 1,631.31 50597 11/06/2024 PRINTED 4719 INTERSTATE BATTERIES 599.95 50598 11/06/2024 PRINTED 114501 INTERWEST CONSULTING GROUP 16,576.04 50599 11/06/2024 PRINTED 63221 1 C I JONES CHEMICALS INC 5,190.35 50600 11/06/2024 PRINTED 1357 JACKS KEY SERVICE 376.50 50601 11/06/2024 PRINTED 1850 KENNEDY/JENKS CONSULTANTS,INC 10,305.00 50602 11/06/2024 PRINTED 2000 JOSE LEGASPI 2,000.00 50603 11/06/2024 PRINTED 3013 MAYA QUINTERO 832.13

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50604 11/06/2024 PRINTED 1123 HYATT LEGAL PLANS,INC 672.00 50605 11/06/2024 PRINTED 1409 MILLER,PATRICIA 63.74 50606 11/06/2024 PRINTED 1530 CHRISTINA LEACH 63.00 50607 11/06/2024 PRINTED 238 MOUNTAIN VIEW CHEVROLET,INC 140,004.95 50608 11/06/2024 PRINTED 7816 MR T'S TOWING INC 2,250.00 50609 11/06/2024 PRINTED 473 MUNICIPAL MAINTENANCE EQUIPMENT INC 643.19 50610 11/06/2024 PRINTED 203 MV CHENG&ASSOCIATE 10,360.00 50611 11/06/2024 PRINTED 1834 DEBORAH NAKATANI 486.00 50612 11/06/2024 PRINTED 1724 VETERINARY PET INSURANCE COMPANY 478.11 50613 11/06/2024 PRINTED 1568 ALLISON NOW 427.24 50614 11/06/2024 PRINTED 400 NUTRIEN AG SOLUTIONS,INC 2,222.45 50615 11/06/2024 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 1,301.56 50616 11/06/2024 PRINTED 42771 OCCU-MED LTD 1,562.32 50617 11/06/2024 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 232.00 50618 11/06/2024 PRINTED 33021 PELLITTERI,CHRISTOPHER 440.30 50619 11/06/2024 PRINTED 16823 PRE PAID LEGAL SVC,INC 173.40 50620 11/06/2024 PRINTED 1563 PROFESSIONAL POLYGRAPH SERVICES 500.00 50621 11/06/2024 PRINTED 1838 R&T LIFT GATE SERVICE,INC. 4,840.25 50622 11/06/2024 PRINTED 1864 REAL GONE PEST CONTROL 800.00 50623 11/06/2024 PRINTED 1657 ANNE KUO LUKITO 5,700.00 50624 11/06/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 841.00 50625 11/06/2024 PRINTED 90591 S&J SUPPLY CO INC 7,125.24 50626 11/06/2024 PRINTED 210 SALDANA DIAZ,NURYS E. 102.20 50627 11/06/2024 PRINTED 606 SAN BERNARDINO COUNTY SHERIFF'S 938.20 50628 11/06/2024 PRINTED 11582 SAN BERNARDINO COUNTY SHERIFFS 92,483.68 50629 11/06/2024 PRINTED 11671 SAN BERNARDINO COUNTY 14,236.05 50630 11/06/2024 PRINTED 1998 ELLIE SANCHEZ 439.40 50631 11/06/2024 PRINTED 1637 SHEPHERD,STEPHEN 200.00 50632 11/06/2024 PRINTED 407 SINGLETON,DENICE 420.00 50633 11/06/2024 PRINTED 43011 SMITH-EMERY LABORATORIES 140.44 50634 11/06/2024 PRINTED 9325 ST JOSEPH CHURCH 10,902.03 50635 11/06/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,356.10 50636 11/06/2024 PRINTED 1987 PAUL STEIN 250.00 50637 11/06/2024 PRINTED 1617 ARIZONA MACHINERY LLC 1,961.96 50638 11/06/2024 PRINTED 432 TEAGUE,LON 2,388.56 50639 11/06/2024 PRINTED 11583 THOMPSON PLUMBING SUPPLY 515.32 50640 11/06/2024 PRINTED 1347 TINKERSPACE,INC 189.00 50641 11/06/2024 PRINTED 571 TUFF SHED,INC 17,954.48 50642 11/06/2024 PRINTED 2013 UPLAND FOOTHILL LITTLE LEAGUE 50,000.00 50643 11/06/2024 PRINTED 63381 UTILITY COST MANAGEMENT LLC 8,797.35 50644 11/06/2024 PRINTED 985 VELTO,PHILIP L 2,500.00 50645 11/06/2024 PRINTED 1725 WEST COAST ARBORISTS INC 170,164.00 50646 11/06/2024 PRINTED 1997 MICHELLE WORKMAN 56.34 50647 11/06/2024 PRINTED 5193 ZAILO,ROBERT 285.60 50648 11/06/2024 PRINTED 999999 KEITH HILLS 880.00 50649 11/13/2024 PRINTED 1961 A PLUS VIEW LLC 225.00 50650 11/13/2024 PRINTED 207 ADLERHORST INTERNATIONAL LLC 161.63 50651 11/13/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 86.12 50652 11/13/2024 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS,INC 11,520.00 50653 11/13/2024 PRINTED 39171 ALL AMERICAN ASPHALT 146,787.34 50654 11/13/2024 PRINTED 2012 ALLIANT INSURANCE SERVICES,INC 5,097.00 50655 11/13/2024 PRINTED 131971 ANNEALTA GROUP 4,480.00

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50656 11/13/2024 PRINTED 980 ARROW RESTAURANT EQUIPMENT&SUPPLIES 8,871.70 50657 11/13/2024 PRINTED 1734 BATTERY WORX INC 197.43 50658 11/13/2024 PRINTED 119661 BEST BEST&KRIEGER LLP 51,518.86 50659 11/13/2024 PRINTED 1519 BIG 0 FLOORING 19,381.78 50660 11/13/2024 PRINTED 120021 BRIGHTVIEW 67,360.67 50661 11/13/2024 PRINTED 1503 BROWN AND CALDWELL 30,142.87 50662 11/13/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 4,540.96 50663 11/13/2024 PRINTED 177 CONSOLIDATED ELECTRICAL DISTRIBUTORS,INC 5,222.77 50664 11/13/2024 PRINTED 448 CINTAS CORPORATION 5,236.39 50665 11/13/2024 PRINTED 883 COMCATE SOFTWARE INC 7,925.10 50666 11/13/2024 PRINTED 1630 CORTEZ,JACOBB 184.92 50667 11/13/2024 PRINTED 1500 THE CUSTOM GRAPHICS 70.04 50668 11/13/2024 PRINTED 656 DANIELS TIRE SERVICE,INC 461.27 50669 11/13/2024 PRINTED 247 DAVIDSON,JAMIE 34.95 50670 11/13/2024 PRINTED 599 DOOLEY ENTERPRISES,INC 5,581.45 50671 11/13/2024 PRINTED 2435 EVERSOFT 584.27 50672 11/13/2024 PRINTED 10485 EXPERIAN 75.00 50673 11/13/2024 PRINTED 1820 F.M.THOMAS AIR CONDITIONING,INC 128,246.20 50674 11/13/2024 PRINTED 117361 FERREIRA,NORBERTO 105.00 50675 11/13/2024 PRINTED 96251 FORD OF UPLAND 558.69 50676 11/13/2024 PRINTED 1958 FOXFURY,LLC 2,540.73 50677 11/13/2024 PRINTED 78 FRONTIER 1,885.30 50678 11/13/2024 PRINTED 1714 GENUINE PARTS COMPANY 42.54 50679 11/13/2024 PRINTED 5206 H D L COREN&CONE 4,840.36 50680 11/13/2024 PRINTED 72691 HAAKER EQUIPMENT CO 706,644.28 50681 11/13/2024 PRINTED 1212 HARDY&HARPER, INC 8,910.00 50682 11/13/2024 PRINTED 1941 HASA INC 1,978.22 50683 11/13/2024 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 225.00 50684 11/13/2024 PRINTED 3231 HINDERLITER,DE LLAMAS&ASSOCIATES 2,366.88 50685 11/13/2024 PRINTED 329 HOLLIDAY ROCK CO INC 7,133.64 50686 11/13/2024 PRINTED 629 HONEYCOTT,INC 280.00 50687 11/13/2024 PRINTED 4495 HOSE-MAN INC 212.41 50688 11/13/2024 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 260,274.02 50689 11/13/2024 PRINTED 14657 INLAND VALLEY RECOVERY SVCS 313.50 50690 11/13/2024 PRINTED 4719 INTERSTATE BATTERIES 44.82 50691 11/13/2024 PRINTED 1357 JACKS KEY SERVICE 55.00 50692 11/13/2024 PRINTED 1400 JASPER ENGINE EXCHANGE INC 5,560.98 50693 11/13/2024 PRINTED 841 JOHNSTONE SUPPLY OF UPLAND 109.96 50694 11/13/2024 PRINTED 9970 JON'S FLAGS&POLES 1,034.40 50695 11/13/2024 PRINTED 772 KIDS SPORTS NEWS NETWORK 800.00 50696 11/13/2024 PRINTED 1732 GREGORY KILEY 3,900.00 50697 11/13/2024 PRINTED 1969 KIMLEY-HORN AND ASSOCIATES,INC 6,763.12 50698 11/13/2024 PRINTED 1802 KTUA 13,727.50 50699 11/13/2024 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 3,430.00 50700 11/13/2024 PRINTED 53781 LEAD TECH ENVIRONMENTAL 695.00 50701 11/13/2024 PRINTED 102 LIGHTING INSTYLE 95.92 50702 11/13/2024 PRINTED 16385 MAIN STREET SIGNS 5,253.98 50703 11/13/2024 PRINTED 903 MCC CARPET CLEANING INC 2,621.00 50704 11/13/2024 PRINTED 1655 MICHAEL BAKER INTERNATIONAL INC 2,219.94 50705 11/13/2024 PRINTED 1151 OLVERA,GREGORIO 299.06 50706 11/13/2024 PRINTED 1359 MONTE VISTA WATER DISTRICT 1,500.00 50707 11/13/2024 PRINTED 238 MOUNTAIN VIEW CHEVROLET,INC 1,410.16

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50708 11/13/2024 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 188.92 50709 11/13/2024 PRINTED 1975 SHERRI FERNANDEZ 210.00 50710 11/13/2024 PRINTED 1625 PARTIES UNLIMITED 132.00 50711 11/13/2024 PRINTED 1563 PROFESSIONAL POLYGRAPH SERVICES 1,000.00 50712 11/13/2024 PRINTED 1864 REAL GONE PEST CONTROL 520.00 50713 11/13/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 690.00 50714 11/13/2024 PRINTED 90591 S&J SUPPLY CO INC 1,538.67 50715 11/13/2024 PRINTED 58 SAFARILAND,LLC 224.67 50716 11/13/2024 PRINTED 601 SAN ANTONIO WATER CO 620,156.84 50717 11/13/2024 PRINTED 836 SLAGLE CONSTRUCTION 5,060.00 50718 11/13/2024 PRINTED 18062 SOFFA ELECTRIC INC 780.00 50719 11/13/2024 PRINTED 3835 SOUTH COAST A Q M D 103.50 50720 11/13/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,239.47 50721 11/13/2024 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 2,409.60 50722 11/13/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 975.25 50723 11/13/2024 PRINTED 1839 TAPCO INC 5,208.86 50724 11/13/2024 PRINTED 11583 THOMPSON PLUMBING SUPPLY 719.22 50725 11/13/2024 PRINTED 626 TMP ENTERPRISES,LLC 200.00 50726 11/13/2024 PRINTED 1148 TOTAL ENVIRONMENTAL MANAGEMENT,INC 7,650.00 50727 11/13/2024 PRINTED 1296 TRANSTECH ENGINEERS,INC 2,540.00 50728 11/13/2024 PRINTED 125411 TYLER TECHNOLOGIES INC 1,600.00 50729 11/13/2024 PRINTED 1682 UPLAND AUTO BODY 10,917.11 50730 11/13/2024 PRINTED 14735 VERIZON WIRELESS 2,119.20 50731 11/13/2024 PRINTED 14735 VERIZON WIRELESS 280.07 50732 11/13/2024 PRINTED 14735 VERIZON WIRELESS 287.87 50733 11/13/2024 PRINTED 14735 VERIZON WIRELESS 120.71 50734 11/13/2024 PRINTED 14735 VERIZON WIRELESS 6,928.56 50735 11/13/2024 PRINTED 1653 MARIA E WALWORTH 375.00 50736 11/13/2024 PRINTED 392 WAXIE SANITARY SUPPLY 7,468.67 50737 11/13/2024 PRINTED 1005 WESTERN ALLIED CORP 4,162.23 50738 11/13/2024 PRINTED 1993 WESTLAND GROUP,INC 20,255.00 50739 11/13/2024 PRINTED 14050 WILLDAN FINANCIAL SERVICES 19,339.85 50740 11/13/2024 PRINTED 999999 FREEDOM FOREVER LLC 504.80 50741 11/20/2024 PRINTED 1961 A PLUS VIEW LLC 50.00 50742 11/20/2024 PRINTED 851 ADVANTAGE SEALING SYSTEMS,INC 228.40 50743 11/20/2024 PRINTED 15750 AFLAC PREMIUM HOLDING 1,272.40 50744 11/20/2024 PRINTED 12564 ALL CITY MANAGEMENT SERVICES INC 21,678.00 50745 11/20/2024 PRINTED 1729 ANTHESIS SERVICES 7,500.00 50746 11/20/2024 PRINTED 226 ARCHITERRA DESIGN GROUP 1,586.07 50747 11/20/2024 PRINTED 226 ARCHITERRA DESIGN GROUP 375.00 50748 11/20/2024 PRINTED 862 BADGER METER INC 4,583.91 50749 11/20/2024 PRINTED 1769 BIO-TOX LABORATORIES 3,229.00 50750 11/20/2024 PRINTED 1733 JAMES BREITLING 76.01 50751 11/20/2024 PRINTED 120021 BRIGHTVIEW 4,305.00 50752 11/20/2024 PRINTED 819 BRINKS,INC 1,125.16 50753 11/20/2024 PRINTED 1983 SO CAL SCOOPERS,INC 600.00 50754 11/20/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 415.85 50755 11/20/2024 PRINTED 1511 DEPARTMENT OF RESOURCES RECYCLING AND RECOVERY 5,700.00 50756 11/20/2024 PRINTED 83401 CARL WARREN&CO 714.14 50757 11/20/2024 PRINTED 2011 RAFAEL CASTELLANOS 2,250.00 50758 11/20/2024 PRINTED 1479 MAP COMMUNICATIONS INC 303.82 50759 11/20/2024 PRINTED 363 CHINO MOWER AND EQUIPMENT 559.65

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50760 11/20/2024 PRINTED 475 CITY OF MONTCLAIR 4,714.89 50761 11/20/2024 PRINTED 45421 COSTAR REALTY INFORMATION GROUP INC 1,423.82 50762 11/20/2024 PRINTED 1943 COVER YOUR BRASS LLC 441.00 50763 11/20/2024 PRINTED 366 CRAFCO INC 420.87 50764 11/20/2024 PRINTED 73401 ERNIE'S DISCOUNT ROOTER 125.00 50765 11/20/2024 PRINTED 1562 EVCO CLEANING SUPPLIES LLC 413.95 50766 11/20/2024 PRINTED 10485 EXPERIAN 78.68 50767 11/20/2024 PRINTED 4456 FEDERAL EXPRESS 8.78 50768 11/20/2024 PRINTED 248 FENCE CRAFT OF UPLAND 1,106.20 50769 11/20/2024 PRINTED 2014 LAVENA FLORES 135.00 50770 11/20/2024 PRINTED 58311 G H A TECHNOLOGIES 8,907.24 50771 11/20/2024 PRINTED 1721 GARAGE AUTO PAINT&BODY 17,075.37 50772 11/20/2024 PRINTED 1395 GARCIA,CARLOS 65.82 50773 11/20/2024 PRINTED 673 GARCIA,GABRIEL 833.47 50774 11/20/2024 PRINTED 1978 GUIDA 10,494.75 50775 11/20/2024 PRINTED 329 HOLLIDAY ROCK CO INC 780.12 50776 11/20/2024 PRINTED 15090 HOLLIDAY TRUCKING INC 5,363.49 50777 11/20/2024 PRINTED 629 HONEYCOTT,INC 140.00 50778 11/20/2024 PRINTED 16340 INFOSEND INC 7,703.85 50779 11/20/2024 PRINTED 4719 INTERSTATE BATTERIES 293.51 50780 11/20/2024 PRINTED 114501 INTERWEST CONSULTING GROUP 2,375.00 50781 11/20/2024 PRINTED 83731 J&G ADVERTISING SPECIALTIES 4,742.62 50782 11/20/2024 PRINTED 80561 KEENAN&ASSOCIATES 5,957.25 50783 11/20/2024 PRINTED 1850 KENNEDY/JENKS CONSULTANTS,INC 145.00 50784 11/20/2024 PRINTED 1548 KEYSER MARSTON ASSOCIATES,INC 907.52 50785 11/20/2024 PRINTED 675 LANDIVAR,CARLO 135.00 50786 11/20/2024 PRINTED 53781 LEAD TECH ENVIRONMENTAL 1,799.00 50787 11/20/2024 PRINTED 1622 SHANNAN MAUST 503.30 50788 11/20/2024 PRINTED 1315 MORALES,BRANDON 190.00 50789 11/20/2024 PRINTED 7816 MR T'S TOWING INC 2,550.00 50790 11/20/2024 PRINTED 1724 VETERINARY PET INSURANCE COMPANY 478.11 50791 11/20/2024 PRINTED 16877 NEXTDAY DELIVERY SERVICE,INC 298.85 50792 11/20/2024 PRINTED 83491 NOBEL SYSTEMS 4,800.00 50793 11/20/2024 PRINTED 1844 NORTHWOODS APARTMENTS 7,692.06 50794 11/20/2024 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 55.00 50795 11/20/2024 PRINTED 1773 PAUL DAVIS RESTORATION OF THE INLAND EMPIRE 9,299.63 50796 11/20/2024 PRINTED 16823 PRE PAID LEGAL SVC,INC 86.70 50797 11/20/2024 PRINTED 869 PPS ENTERPRISES,INC 17,792.62 50798 11/20/2024 PRINTED 909 PSYCHOLOGICAL CONSULTING ASSOCIATES INC 1,560.00 50799 11/20/2024 PRINTED 1864 REAL GONE PEST CONTROL 280.00 50800 11/20/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 529.00 50801 11/20/2024 PRINTED 90591 S&J SUPPLY CO INC 7,053.26 50802 11/20/2024 PRINTED 131121 SHRED-IT USA JV LLC 185.48 50803 11/20/2024 PRINTED 687 SONG,PAUL 634.00 50804 11/20/2024 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 2,409.60 50805 11/20/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 6,828.63 50806 11/20/2024 PRINTED 4463 NANCY K BOHL INC 2,000.00 50807 11/20/2024 PRINTED 3557 UNDERGROUND SERVICE ALERT 1,042.59 50808 11/20/2024 PRINTED 1792 UNITED SITE SERVICES OF CALIFORNIA,INC 1,040.14 50809 11/20/2024 PRINTED 990 VEOLIA NORTH AMERICA,INC 128.38 50810 11/20/2024 PRINTED 1697 WATERWORKFORCE,INC 12,285.00 50811 11/20/2024 PRINTED 14050 WILLDAN FINANCIAL SERVICES 5,250.00

Page 5 of 9 ends

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50812 11/20/2024 PRINTED 1979 WOOD CHIPPER SAFETY SHIELD 5,633.25 50813 11/20/2024 PRINTED 1968 WOODRUFF 7,260.00 50814 11/20/2024 PRINTED 2020 RUDY ZUNIGA 79.27 50815 11/20/2024 PRINTED 999999 LENNAR HOMES 1,022.42 50816 11/20/2024 PRINTED 999999 RS CONSTRUCTION 478.08 50817 11/27/2024 PRINTED 99181 ACCOUNTEMPS 5,090.80 50818 11/27/2024 PRINTED 207 ADLERHORST INTERNATIONAL LLC 458.96 50819 11/27/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 365.42 50820 11/27/2024 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 21,212.36 50821 11/27/2024 PRINTED 1291 AMTECH ELEVATOR SERVICES 8,312.95 50822 11/27/2024 PRINTED 2016 ANDREW ANDRADE 90.00 50823 11/27/2024 PRINTED 131971 ANNEALTA GROUP 12,600.00 50824 11/27/2024 PRINTED 1328 ARCOR ROOTER CORP 2,550.00 50825 11/27/2024 PRINTED 119831 AXON ENTERPRISE,INC 1,613.80 50826 11/27/2024 PRINTED 1734 BATTERY WORX INC 138.21 50827 11/27/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 3,210.17 50828 11/27/2024 PRINTED 83401 CARL WARREN&CO 4,166.66 50829 11/27/2024 PRINTED 12511 CALIFORNIA COMPUTER SCHOOLS 125.00 50830 11/27/2024 PRINTED 177 CONSOLIDATED ELECTRICAL DISTRIBUTORS,INC 329.51 50831 11/27/2024 PRINTED 363 CHINO MOWER AND EQUIPMENT 1,390.48 50832 11/27/2024 PRINTED 448 CINTAS CORPORATION 7,366.38 50833 11/27/2024 PRINTED 1755 CIVICA LAW GROUP,APC 50,526.25 50834 11/27/2024 PRINTED 163 CLINICAL LABORATORY OF SAN BERNARDINO,INC 264.00 50835 11/27/2024 PRINTED 1962 ELIZABETH DALEY 15,488.00 50836 11/27/2024 PRINTED 401 DANIEL RODRIGUEZ 200.00 50837 11/27/2024 PRINTED 1663 DEMOET,NICOLE 2,279.00 50838 11/27/2024 PRINTED 1786 DRAGONFLY PUBLIC AFFAIRS 10,500.00 50839 11/27/2024 PRINTED 82651 ECONOLITE SYSTEMS,INC 19,278.83 50840 11/27/2024 PRINTED 2435 EVERSOFT 949.32 50841 11/27/2024 PRINTED 96251 FORD OF UPLAND 98.74 50842 11/27/2024 PRINTED 78 FRONTIER 1,220.00 50843 11/27/2024 PRINTED 78 FRONTIER 80.95 50844 11/27/2024 PRINTED 78 FRONTIER 164.78 50845 11/27/2024 PRINTED 78 FRONTIER 125.09 50846 11/27/2024 PRINTED 78 FRONTIER 810.61 50847 11/27/2024 PRINTED 58311 G H A TECHNOLOGIES 192.81 50848 11/27/2024 PRINTED 255 DENNIS SILLETTO&ASSOCIATES 105.52 50849 11/27/2024 PRINTED 290 GRAINGER 23.73 50850 11/27/2024 PRINTED 1938 GUARANTEED JANITORIAL SERVICE,INC. 7,604.40 50851 11/27/2024 PRINTED 72691 HAAKER EQUIPMENT CO 4,069.16 50852 11/27/2024 PRINTED 1362 HALVORSON,TORIN 190.00 50853 11/27/2024 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 225.00 50854 11/27/2024 PRINTED 56561 HLP INC 3.85 50855 11/27/2024 PRINTED 16340 INFOSEND INC 1,363.42 50856 11/27/2024 PRINTED 17528 INNOVATIVE PRINTING CONCEPTS 1,067.74 50857 11/27/2024 PRINTED 106951 INTEGRATED TECHNOLOGY 1,149.58 50858 11/27/2024 PRINTED 1357 JACKS KEY SERVICE 171.75 50859 11/27/2024 PRINTED 2015 CHRISTIAN JACSO 436.00 50860 11/27/2024 PRINTED 841 JOHNSTONE SUPPLY OF UPLAND 243.29 50861 11/27/2024 PRINTED 373 LA POLICE GEAR,INC. 577.73 50862 11/27/2024 PRINTED 91491 LIBRARY SYSTEMS&SERVICES LLC 7,006.29 50863 11/27/2024 PRINTED 197 LOS ANGELES FREIGHTLINER 2,631.03

Page 6 of 9 ends

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 50864 11/27/2024 PRINTED 1845 LWP CLAIMS SOLUTIONS INC 4,110.00 50865 11/27/2024 PRINTED 21341 MATT CHLOR INC 6,015.84 50866 11/27/2024 PRINTED 1123 HYATT LEGAL PLANS,INC 672.00 50867 11/27/2024 PRINTED 1870 JOSE MIRANDA 250.00 50868 11/27/2024 PRINTED 905 MUNISERVICES,LLC 700.00 50869 11/27/2024 PRINTED 1581 OPERATIONS MANAGEMENT GROUP 30,100.00 50870 11/27/2024 PRINTED 713 ORTCO,INC 115,300.00 50871 11/27/2024 PRINTED 1625 PARTIES UNLIMITED 1,408.00 50872 11/27/2024 PRINTED 1590 PEREZ,JORGE 125.00 50873 11/27/2024 PRINTED 992 PRISTINE UNIFORMS,LLC 3,931.00 50874 11/27/2024 PRINTED 349 RAIN MASTER IRRIGATION SYSTEMS 298.90 50875 11/27/2024 PRINTED 1864 REAL GONE PEST CONTROL 520.00 50876 11/27/2024 PRINTED 1528 RISE INTERPRETING,INC 1,325.00 50877 11/27/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 817.00 50878 11/27/2024 PRINTED 653 SAVANT SOLUTIONS INC 538.00 50879 11/27/2024 PRINTED 131121 SHRED-IT USA JV LLC 259.64 50880 11/27/2024 PRINTED 507 SERVIAM BY WRIGHT LLP 9,856.20 50881 11/27/2024 PRINTED 99141 SONSRAY MACHINERY LLC 898.40 50882 11/27/2024 PRINTED 69231 STEP SAVER CA LLC 1,858.35 50883 11/27/2024 PRINTED 2439 T K E ENGINEERING INC 19,065.00 50884 11/27/2024 PRINTED 4463 NANCY K BOHL INC 2,990.00 50885 11/27/2024 PRINTED 11583 THOMPSON PLUMBING SUPPLY 21.19 50886 11/27/2024 PRINTED 99981 THOMSON REUTERS-WEST PAYMENT CENTER 3,581.08 50887 11/27/2024 PRINTED 62321 U.S.TELEPACIFIC CORP 2,519.72 50888 11/27/2024 PRINTED 1775 TRIPEPI,SMITH&ASSOCIATES,INC 1,831.25 50889 11/27/2024 PRINTED 14735 VERIZON WIRELESS 6,412.05 50890 11/27/2024 PRINTED 14735 VERIZON WIRELESS 566.72 50891 11/27/2024 PRINTED 14735 VERIZON WIRELESS 653.78 50892 11/27/2024 PRINTED 14735 VERIZON WIRELESS 1,000.57 50893 11/27/2024 PRINTED 14735 VERIZON WIRELESS 40.01 50894 11/27/2024 PRINTED 14735 VERIZON WIRELESS 40.01 50895 11/27/2024 PRINTED 14735 VERIZON WIRELESS 80.02 50896 11/27/2024 PRINTED 14735 VERIZON WIRELESS 120.03 50897 11/27/2024 PRINTED 14735 VERIZON WIRELESS 2,374.52 50898 11/27/2024 PRINTED 14735 VERIZON WIRELESS 849.57 50899 11/27/2024 PRINTED 1865 WATRY DESIGN,INC. 41,957.50 50900 11/27/2024 PRINTED 392 WAXIE SANITARY SUPPLY 43.10 50901 11/27/2024 PRINTED 104521 WESCO DISTRIBUTION,INC 990.01 50902 11/27/2024 PRINTED 1725 WEST COAST ARBORISTS INC 41,259.00 50903 11/27/2024 PRINTED 1005 WESTERN ALLIED CORP 8,336.00 50904 11/27/2024 PRINTED 1261 WEX HEALTH INC 232.65 PRINTED CHECKS(454 COUNT) $ 3,833,308.93
110124000 11/01/2024 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 115,000.70 110124001 11/01/2024 MANUAL 960 MUNICIPAL DENTAL POOL 25,925.90 110124002 11/01/2024 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 1,817.80 110124003 11/01/2024 MANUAL 1499 EMPOWER TRUST COMPANY, LLC 4,485.64 110124004 11/01/2024 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 7,155.57 110124005 11/01/2024 MANUAL 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 1,087.63 110124006 11/01/2024 MANUAL 1337 STANDARD INSURANCE COMPANY 2,831.90 110224000 11/02/2024 MANUAL 43651 U S BANK NATIONAL ASSN 71,817.98 110524000 11/05/2024 MANUAL 65181 CALPERS 224,635.96

Page 7 of 9 ends

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 110524001 11/05/2024 MANUAL 32091 SOUTHERN CALIF EDISON CO 17,595.65 110524002 11/05/2024 MANUAL 543 SOUTHERN CALIF GAS COMPANY 1,685.22 110724000 11/07/2024 MANUAL 65181 CALPERS 224,422.09 110724001 11/07/2024 MANUAL 65181 CALPERS 222,850.61 110724002 11/07/2024 MANUAL 627 STATE OF CALIFORNIA EMPLOYMENT DEVELOPMENT 5,010.00 111424000 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424001 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424002 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424003 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424004 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424005 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424006 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424007 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424008 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424009 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424010 11/14/2024 MANUAL 10720 CITIZENS BUSINESS BANK 25,400.00 111424011 11/14/2024 MANUAL 116231 NEOPOST USA INC 4,999.49 111524000 11/15/2024 MANUAL 1869 CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY(CIRA) 6,492.32 111524001 11/15/2024 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 360.00 111524002 11/15/2024 MANUAL 1597 TRUSTMARK VOLUNTARY BENEFIT ADMINISTRATOR 2,565.20 111524003 11/15/2024 MANUAL 1594 COBRA PROFESSIONALS,INC 1,998.70 111524004 11/15/2024 MANUAL 624 DEPT OF THE TREASURY 100.00 111524005 11/15/2024 MANUAL 1499 EMPOWER TRUST COMPANY, LLC 65,295.50 111524006 11/15/2024 MANUAL 153 INLAND EMPIRE UTILITIES AGENCY 717,362.61 111524007 11/15/2024 MANUAL 621 KAREN LONG 187.50 111524008 11/15/2024 MANUAL 91491 LIBRARY SYSTEMS&SERVICES LLC 121,301.00 111524009 11/15/2024 MANUAL 1589 LIVELY INC 3,074.07 111524010 11/15/2024 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 45,415.70 111524011 11/15/2024 MANUAL 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 1,049.59 111524012 11/15/2024 MANUAL 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 34,031.69 111524013 11/15/2024 MANUAL 618 ICMA-RC 1,668.75 111524014 11/15/2024 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 111524015 11/15/2024 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,481.00 111924000 11/19/2024 MANUAL 32091 SOUTHERN CALIF EDISON CO 260,524.75 112124000 11/21/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 142,371.53 112124001 11/21/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 24,273.21 112124002 11/21/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 18,822.12 112224000 11/22/2024 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 116,909.69 112224001 11/22/2024 MANUAL 960 MUNICIPAL DENTAL POOL 25,895.65 112224002 11/22/2024 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 1,837.87 112624000 11/26/2024 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 7,349.38 112624001 11/26/2024 MANUAL 1337 STANDARD INSURANCE COMPANY 2,748.84 112624002 11/26/2024 MANUAL 1449 CALIFORNIA ASSET MANAGEMENT PROGRAM-CAMP 1,500,000.00 112724000 11/27/2024 MANUAL 1282 WESTERN ALLIANCE BUSINESS TRUST 85,812.15 112924000 11/29/2024 MANUAL 65181 CALPERS 219,559.12 112924001 11/29/2024 MANUAL 1499 EMPOWER TRUST COMPANY, LLC 63,968.43 112924002 11/29/2024 MANUAL 760 WATER FACILITIES AUTHORITY 331,880.96 112924003 11/29/2024 MANUAL 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 1,081.03 112924004 11/29/2024 MANUAL 621 KAREN LONG 187.50 112924005 11/29/2024 MANUAL 624 DEPT OF THE TREASURY 100.00 112924006 11/29/2024 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 112924007 11/29/2024 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,388.00

Page 8 of 9 ends

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 112924008 11/29/2024 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 384.00 112924009 11/29/2024 MANUAL 1594 COBRA PROFESSIONALS,INC 1,998.70 112924010 11/29/2024 MANUAL 618 ICMA-RC 1,743.75 MANUAL CHECKS(40 COUNT) $ 5,032,086.45
50081 09/25/2024 PRINTED 9325 ST JOSEPH CHURCH (6,494.68) VOID CHECKS(1 COUNT) $ (6,494.68)
PRINTED CHECKS(454 COUNT) $ 3,833,308.93
MANUAL CHECKS(40 COUNT) $ 5,032,086.45
VOID CHECKS(1 COUNT) $ (6,494.68)
PRINTED&MANUAL CHECK TOTALS $ 8,858,900.70

Page 9 of 9 ends

oV ups

CITY OF UPLAND
Payroll Costs
Payroll
10/27/2024 Through 11/09/2024 Check Date: 11/14/2024 Checks $2,027.11
Manual Checks $88,340.63
Void Checks
Direct Deposit $721,163.80
Manual Direct Deposit
Void Direct Deposit
$ 811,531.54 I
Taxes
10/27/2024 Through 11/09/2024 Check Date: 11/14/2024 Federal 153,799.09
State 47,010.20
$ 200,809.29I
Prepared by: Yesica Montoya
$ 1,012,340.83

Page 33 of 237 ends

oV ups
*kkCITY OF UPLAND
Payroll Costs
Payroll
11/10/2024 Through 11/23/2024 Check Date: 11/27/2024 Checks $2,842.12
Manual Checks $0.00
Void Checks
Direct Deposit $730,170.41
Manual Direct Deposit
Void Direct Deposit
$ 733,012.53I
Taxes
11/10/2024 Through 11/23/2024 Check Date: 11/27/2024 Federal 139,590.99
State 43,305.40
$ 182,896.39I
Prepared by: Yesica Montoya
$ 915,908.92

Page 34 of 237 ends

, trpl" CITY FUPLAND
„.;
"The City of Gracious Living"
Stafif(krcifil
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER

DARREN CHAN,ACCOUNTING TECHNICIAN
SUBJECT: TREASURER'S REPORT NOVEMBER 2024

RECOMMENDED ACTION
It is recommended that the City Council receive and file the November 2024 Treasurer's Report.

GOAL STATEMENT
The proposed action supports the City's goal to manage the City's resources in a fiscally responsible manner.

BACKGROUND
Per California Government Code Section 53646(b),the City's treasurer or chief fiscal officer may render a treasurer's report to the City Council on a quarterly basis. The City has elected to provide this report to City Council monthly, but the City of Upland's Investment Policy(Approved June 10, 2024) requires the Investment Officer to provide a report quarterly to the Finance Committee at regularly scheduled meetings. This report shall include the type of investment, issuer, date of maturity,par, and dollar amount invested on all securities, current market value as of the date of the report,investments and monies held by the local agency and shall additionally include a description of any of the local agency's funds,investments,or programs,that are under the management of contracted parties,including lending programs. The report shall include a statement of compliance with the investment policy and shall include a statement noting the City's ability to meet its expenditure requirements for the next six months.

ISSUES AND ANALYSIS
The submission of the monthly Treasurer's Report is a compliance measure.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 35 of 237 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority For Period Ended
November 30,2024
Investment Portfolio Cost Par Value Market Value %of Portfolio State Local Agency Investment Fund 1,274,781 1,274,781 1,287,663 1.0% California Asset Management Plan 21,351,474 21,351,474 21,351,474 17.3% Negotiable Certificates of Deposit 21,960,003 21,938,000 21,857,191 17.8% Money Market Fund 1,282,318 1,282,318 1,282,318 1.0% Municipal Bonds 5,413,106 5,555,000 5,418,081 4.4% Government Agency Securities 68,589,669 69,412,330 67,278,098 54.7% US Treasury 4,593,925 4,750,000 4,593,315 3.7% Total Investments $ 124,465,275 $ 125,563,903 $ 123,068,141 100.0% Weighted Average Days to Maturity 644.59
Blended Yield: 2.90%
Cash Cost Market Value
Bank Accounts and Change Funds 4,126,869 4,126,869 Total Cash $ 4,126,869 $ 4,126,869
Total Cash and Investments $ 128,592,145 $ 127,195,010 PARS Investment Portfolio Cost Market Value
115 Trust-OPEB Investment 1,800,968 2,395,435
115 Trust-Pension Investment 7,457,904 8,430,889 Total Restricted Funds Held in Trust $ 9,258,872 $ 10,826,324 Benchmarks:

LAIF 4.48% _
CAMP 4.81% _
2yr U.S.Treasury 4.13% _
5yr U.S.Treasury 4.05%
Restricted Funds with Fiscal Agent Book Value Market Value Water Revenue Bonds 2022 15,502,017 15,502,017 Water System Lease Revenue Refunding Bonds 2021 - - Successor Agency TARBS 2013/2016-Merged Project 2 2 Colonies CFD Area#1 2022 294,866 294,866
Colonies CFD Area#2 2015 1,328,153 1,328,153
Upland 54 CFD 2004 128,003 128,003
Sycamore Hills CFD 2015-1 744,258 744,258
Harvest at Upland CFD 2016-1 Area#1 578,762 578,762 Harvest at Upland CFD 2016-1 Area#2 2,156,911 2,156,911 Enclave at Upland CFD 2022-1 4,107,462 4,107,462 Sycamore Hills CFD 2015-1-2 STB 2022A 771,562 771,562 Total Restricted Funds $ 25,611,996 $ 25,611,996

1. I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in June 10,2024.

2. The City has the ability to meet its budgeted expenditures for the next six months.

3. The market values for funds held in banking institutions do not change. The amounts listed as market values for these items are the same as their book values.

4. The book value for the State Pool is the withdrawal value provided by the State Treasurer.The market value of funds held by the State Treasurer equates to the City's pro-rata share of the market value of the entire State Pool.

5. Sources for current market valuation are Account Statements and the Wall Street Journal GNMA Mortgage rates on the last trading day of the month.

6. This report meets the requirements of Government Code Section 53646. ,--DocuSigned by:
gfiy, ,, ce.t. 12/18/2024 1 1:07 PM PST
Assistant City Manager(Finance Director) Date
,-DocuSigned by:
12/19/2024 1 9:13 AM PST
�ereeeearc;�e�ea... U
City Treasurer Date PRIati6 I86)4DPqn

Page 1 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
For Period Ended
November 30, 2024
Account
Fund or Account Balance
City 98-36-942 1,274,781
Market
Value
Totals $ 1,274,781 $ 1,287,663
Yield for Period Ended 11/30/2024 4.48%
Prepare b D e

Page 2 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority California Asset Management Plan
For Period Ended
November 30, 2024
Account
Fund or Account Balance
City of Upland 6113-001 21,351,474
Market
Value
Totals $ 21,351,474 $ 21,351,474
Yield for Period Ended 11/30/2024 4.81%
Prepare b D

Page 3 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
November 30,2024
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Negotiable Certificates of Deposit
A+FCU CD 00224TAN6 250,000 250,000 251,228 4.67% 02/17/2026 Alabama CU CD 01025RAF6 250,000 250,000 251,915 5.01% 12/22/2025 Ally Bank Utah CD 02007GH22 250,000 250,000 249,950 4.65% 12/22/2025 American Equity Bank CD 02568KAJ4 250,000 250,000 237,133 0.74% 05/27/2026 American Exp CD 02589AEZ1 250,000 250,000 254,648 4.52% 09/13/2028 Arsenal CU CD 04288LAA6 248,000 248,000 248,084 5.10% 01/25/2025 BMW Bank North America CD 05580AXF6 250,000 250,000 242,255 0.52% 09/25/2025 Bank Hapoalim CD 06251A6Z8 244,000 244,000 249,417 4.40% 05/21/2029 BankUnited NA CD 066519RW1 249,000 249,000 235,295 1.43% 12/08/2026 Baxter CU CD 07181JAY0 250,000 250,000 251,655 4.47% 01/25/2027 Burke Herbert Finanical Services CD 121331AT9 249,000 249,000 249,060 4.75% 02/13/2026 California CD 130162BB5 250,000 250,000 252,910 5.58% 10/27/2025 Capital One NA CD 14042RQN4 250,000 250,000 235,810 1.32% 12/08/2026 Chartway FCU CD 16141BAD3 248,000 248,000 249,865 5.01% 12/16/2025 Citibank CD 17325FBK3 513,250 500,000 502,955 4.81% 08/06/2029 City FCU Tax CD 17783PAJ0 249,000 249,000 248,056 3.96% 01/12/2029 City National Bank CD 178180GU3 250,000 250,000 250,105 4.35% 01/12/2026 Clearpath FCU CD 18507MAB7 250,000 250,000 250,100 5.10% 04/27/2026 Communitywide FCU CD 20416TAX0 250,000 250,000 251,055 4.68% 01/06/2026 Connex CU CD 208212BD1 250,000 250,000 253,528 5.32% 03/18/2026 Connexus CU CD 20825WBR0 250,000 250,000 251,053 5.13% 06/23/2025 Continental Bank CD 211163MG2 250,000 250,000 234,890 0.64% 08/24/2026 Cornerstone CD 21923MAB7 249,000 249,000 245,173 3.76% 10/01/2029 Customers Bank CD 23204HPB8 250,000 250,000 253,390 4.44% 06/14/2028 Discover Bank CD 254676AR0 250,000 250,000 255,215 4.56% 09/18/2028 Dort FCU CD 25844MBC1 250,000 250,000 252,588 4.75% 06/22/2026 Empower FCU CD 291916AE4 250,000 250,000 255,653 5.33% 10/23/2026 Enerbank USA CD 29278TMR8 250,000 250,000 248,910 1.81% 01/29/2025 Essential CU CD 29669XAP3 250,000 250,000 253,340 4.64% 06/15/2027 Fahey Banking Co CD 303117DG7 250,000 250,000 248,583 3.92% 01/12/2028 First Carolina Bank CD 31944MBJ3 250,000 250,000 240,083 0.52% 12/23/2025 First Foundation Bank CD 32026U5U6 244,000 244,000 249,419 4.50% 05/22/2029 FirstBank of Nebraska CD 32116PAR9 248,000 248,000 232,884 0.64% 08/27/2026 1st Security Bank of Washington CD 33625CDR7 250,000 250,000 246,080 0.30% 04/16/2025 1st Source Bank CD 33646CNW0 250,000 250,000 250,003 4.60% 01/19/2027 First Technology FCU CD 33715LEB2 249,000 249,000 245,957 3.70% 08/05/2027 General Electric CU CD 369674CJ3 250,000 250,000 250,230 5.00% 02/14/2025 Generations Bank C D 37149CAV9 250,000 250,000 243,890 3.18% 05/06/2027 Gesa CU CD 37424PAH7 250,000 250,000 254,063 5.17% 07/31/2026 Global ECU CD 37892MAM6 248,000 248,000 250,763 4.94% 06/16/2026 Great Midwest CD 39083PDQ2 249,000 249,000 253,544 4.42% 04/27/2029 Greenstate CU CD 39573LCC0 250,000 250,000 241,750 0.93% 11/24/2025 Gulf Cap Bank CD 40219MAY0 248,000 248,000 246,147 3.88% 09/27/2028 Ideal CU CD 45157PAY6 125,000 125,000 124,648 4.01% 08/29/2025 Industrial Commercial Bank China CD 45581ECJ8 250,000 250,000 246,653 0.46% 03/31/2025 Iriquois Fed CD 46355PDQ8 249,000 249,000 252,842 4.63% 09/17/2027 Jeanne D Arc CD 472207AK5 249,000 249,000 251,826 4.35% 07/31/2028 JPMorgan Chase Bank CD 48128URC5 250,000 250,000 241,165 0.52% 11/10/2025 Preptitil4yyagyn2i8r7n

Page 4 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
November 30,2024
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Kemba FCU CD 48836LBK7 248,000 248,000 248,526 5.39% 05/29/2029 Keypoint CU CD 49332PAC4 248,000 248,000 248,129 5.40% 12/27/2024 Liberty FED CD 53052LAU3 248,000 248,000 248,870 5.08% 06/09/2025 Live Oak Banking Company CD 538036NV2 250,000 250,000 242,508 0.57% 09/16/2025 Malaga Bank CD 56102ABK1 250,000 250,000 234,160 0.91% 11/19/2026 Manufacturers Traders Trust Co CD 564759RJ9 244,000 244,000 244,024 4.90% 12/09/2024 Medallion Bank CD 58404DGK1 250,000 250,000 247,430 1.31% 03/27/2025 Meritrust FCU MTN CD 59001PARO 225,000 225,000 223,416 3.22% 06/30/2025 Merrick Bank CD 59013KFH4 250,000 250,000 248,843 1.76% 01/31/2025 Milestone Bk CD 59934MAK4 244,000 244,000 245,110 4.38% 12/15/2026 Morgan Stanley CD 616900RE0 244,000 244,000 249,915 4.54% 05/22/2029 Morgan Stanley CD 61768E4B6 244,000 244,000 249,915 4.54% 05/22/2029 NBC Bancorp Inc CD 633398AA0 248,000 248,000 250,701 4.80% 09/14/2026 New York Community Bank CD 649447UY3 250,000 250,000 244,363 0.51% 07/01/2025 Optum Bank Draper CD 68405VAU3 244,000 244,000 247,640 4.63% 09/13/2027 Partners Bank of California CD 70212YAZ5 250,000 250,000 247,048 1.01% 04/02/2025 People's Bank CD 710275AH1 250,000 250,000 249,303 4.06% 01/12/2027 Popular Bank CD 73317ABL5 250,000 250,000 249,435 4.11% 01/08/2026 Poppy Bank CD 73319FAF6 235,893 229,000 226,673 1.11% 03/18/2025 Preferred CU CD 74043RAA2 250,000 250,000 255,793 4.89% 09/15/2027 Red Crown Fed CD 756558AB8 200,000 200,000 204,258 5.29% 10/13/2026 Solarity CU CD 83418NAG6 248,000 248,000 250,993 4.99% 06/23/2026 Southeast Bank CD 84133PFC7 250,000 250,000 244,650 0.46% 06/17/2025 Southern First CD 84287PJB9 244,000 244,000 251,530 4.71% 10/17/2028 Souther States Bank CD 843879EZ6 249,000 249,000 249,017 4.45% 04/14/2025 Spokane Teachers CD 849061AC0 248,000 248,000 248,464 5.64% 01/28/2025 State Employees CD 85678LAA3 249,000 249,000 252,807 4.73% 05/24/2027 Tandem Bank CD 87537YAB0 250,000 250,000 244,845 0.56% 06/23/2025 Technology CU CD 87868YAH6 248,000 248,000 248,228 5.10% 07/21/2025 Texas Exchange Bank CD 88241TMG2 249,000 249,000 234,750 1.22% 11/13/2026 Third Federal Savings&Loan CD 88413QDE5 250,000 250,000 245,678 0.81% 05/23/2025 Toyota Financial Savings Bank CD 89235MLE9 249,860 248,000 234,953 1.00% 07/29/2026 True Sky Credit CD 89786MAH7 250,000 250,000 252,675 4.45% 11/30/2027 TTCU Federal CU CD 89854LAD5 250,000 250,000 257,915 4.85% 07/26/2028 Tucson FCU CD 898812AC6 250,000 250,000 258,203 4.84% 09/08/2028 USAlliance FCU CD 90352RCD5 100,000 100,000 96,657 1.40% 01/28/2026 USAlliance FCU CD 90352RDL6 149,000 149,000 153,042 4.58% 06/28/2029 Union Bank CD 90520VAX1 250,000 250,000 238,328 0.63% 03/19/2026 Utah First CD 91739JAJ4 249,000 249,000 254,000 4.46% 04/30/2029 Vibrant CU CD 92559TAL2 248,000 248,000 251,378 5.28% 03/20/2026 WebBank Salt CD 947547NT8 248,000 248,000 247,261 1.00% 12/30/2024 Negotiable Certificates of Deposit Subtotal $ 21,960,003 $ 21,938,000 $ 21,857,191 Cash and Equivalents(Money Market Fund)
First American Govt OB Fund-Y 31846V203 1,282,318 1,282,318 1,282,318 4.26% Money Market Fund Subtotal $ 1,282,318 $ 1,282,318 $ 1,282,318 Pre4yRp

Page 5 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
November 30,2024
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Burbank Glendale, CA 120827EJ5 2,029,661 1,990,000 2,048,625 5.02% 07/01/2029 Corona,CA 21969AAH5 924,000 1,000,000 908,030 2.25% 05/01/2029 Klamath Trinity,CA-2021 B 498422JJ4 15,075 15,000 14,717 1.55% 08/01/2025 Riverside,CA 769036BR4 944,250 1,000,000 936,370 3.02% 06/01/2029 Riverside Cnty,CA 76913CBA6 950,120 1,000,000 979,930 2.92% 02/15/2026 San Bernardino,CA 796720PA2 300,000 300,000 293,097 0.86% 08/01/2025 San Bernardino,CA 796720PB0 250,000 250,000 237,313 1.16% 08/01/2026 Municipal Bond Fund Subtotal $ 5,413,106 $ 5,555,000 $ 5,418,081 Government Securities
Federal Home Ln Bks DEB 3130AKLH7 1,500,000 1,500,000 1,453,770 0.77% 12/30/2025 Federal Home Ln Bks DEB 3130AKQX7 2,000,000 2,000,000 1,917,860 0.73% 01/28/2026 Federal Home Ln Bks DEB 3130AKWK8 2,000,000 2,000,000 1,910,380 0.53% 02/12/2026 Federal Home Ln Bks DEB 3130AL6A7 1,000,000 1,000,000 959,320 0.83% 02/26/2026 Federal Home Ln Bks DEB 3130AL6L3 1,000,000 1,000,000 958,600 0.65% 02/26/2026 Federal Home Ln Bks DEB 3130ALN34 1,100,000 1,100,000 1,086,525 0.71% 03/24/2025 Federal Home Ln Bks DEB 3130ALPJ7 1,000,000 1,000,000 979,300 0.84% 06/30/2025 Federal Home Ln Bks DEB 3130ALZ80 1,300,000 1,300,000 1,267,903 0.77% 04/29/2026 Federal Home Ln Bks DEB 3130AMBD3 1,500,000 1,500,000 1,451,400 1.03% 05/12/2026 Federal Home Ln Bks DEB 3130AMET5 2,000,000 2,000,000 1,941,100 1.80% 05/27/2026 Federal Home Ln Bks DEB 3130AMZP0 1,500,000 1,500,000 1,485,645 0.66% 02/28/2025 Federal Home Ln Bks DEB 3130AN3R9 1,500,000 1,500,000 1,422,675 1.19% 07/20/2026 Federal Home Ln Bks DEB 3130APJ55 1,600,000 1,600,000 1,510,336 1.32% 10/26/2026 Federal Home Ln Bks DEB 3130APU37 1,500,000 1,500,000 1,414,560 1.38% 11/24/2026 Federal Home Ln Bks DEB 3130APV51 2,000,000 2,000,000 1,943,220 1.29% 11/24/2026 Federal Home Ln Bks DEB 3130AQ5D1 1,500,000 1,500,000 1,453,455 1.24% 12/22/2025 Federal Home Ln Bks DEB 3130ARCL3 1,000,000 1,000,000 960,410 2.60% 03/30/2027 Federal Home Ln Bks DEB 3130ARKL4 591,600 600,000 600,642 4.25% 04/21/2027 Federal Home Ln Bks DEB 3130AUS88 1,500,000 1,500,000 1,500,435 5.00% 02/16/2028 Federal Home Ln Bks DEB 3130AWBZ2 998,300 1,000,000 996,780 4.14% 06/11/2027 Federal Home Ln Bks DEB 3130AWTR1 1,991,760 2,000,000 2,015,280 4.34% 09/08/2028 Fed Home Ln Mort Corp#WN1356 3132XFQJ0 1,481,250 1,500,000 1,488,150 4.34% 04/01/2029 Fed Home Ln Mort Corp#WN2560 3132XGZ25 994,688 1,000,000 999,220 4.85% 01/01/2029 Fed Home Ln Mort Corp#WN5034F 3132XKSY4 2,012,500 2,000,000 1,958,800 4.23% 07/01/2029 Federal Farm Credit Bks DEB 3133EMBK7 1,500,000 1,500,000 1,478,790 0.46% 04/07/2025 Federal Farm Credit Bks DEB 3133EMER9 1,500,000 1,500,000 1,490,310 0.47% 01/27/2025 Federal Farm Credit Bks DEB 3133EMTQ5 1,100,000 1,100,000 1,087,724 0.71% 03/17/2025 Federal Farm Credit Bks DEB 3133ENAF7 1,235,150 1,250,000 1,176,713 1.06% 10/07/2026 Federal Farm Credit Bks DEB 3133ENHW3 1,250,000 1,250,000 1,227,550 1.19% 06/23/2025 Federal Farm Credit Bks DEB 3133EPN50 998,000 1,000,000 1,002,970 4.24% 12/15/2028 Federal Farm Credit Bks DEB 3133EPPR0 750,803 750,000 753,405 4.60% 04/10/2026 Federal Home Ln Corp MTN 3134GW4C7 1,379,420 1,400,000 1,310,092 0.85% 10/27/2026 Federal Home Ln Corp MTN 3134GWH82 1,500,000 1,500,000 1,457,145 0.64% 09/08/2025 Federal Home Ln Corp MTN 3134GWWT9 1,500,000 1,500,000 1,452,240 0.57% 09/30/2025 Federal Home Ln Corp MTN 3134GWZG4 2,000,000 2,000,000 1,935,600 0.62% 10/20/2025 Federal Home Ln Corp MTN 3134GXAP9 1,500,000 1,500,000 1,448,415 0.62% 11/12/2025 Federal Home Ln Corp MTN 3134GXBM5 1,500,000 1,500,000 1,447,530 0.62% 11/12/2025 Fed Natl Mortgage Assoc 3136G4A45 1,500,000 1,500,000 1,464,870 0.73% 07/22/2025 Pre Fatitigniplarynnren

Page 6 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
November 30,2024
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Fed Natl Mortgage Assoc#AN1614 3138LDYL1 1,896,875 2,000,000 1,938,300 2.55% 06/01/2026 Fed Natl Mortgage Assoc#BL4424 3140HV4J0 1,882,471 2,096,731 1,893,579 2.37% 10/01/2029 Fed Natl Mortgage Assoc#BL3660 3140HVB60 1,878,006 1,990,599 1,846,679 2.92% 08/01/2029 Fed Natl Mortgage Assoc#BS1416 3140LBSE4 594,825 660,000 593,419 1.21% 03/01/2028 Fed Natl Mortgage Assoc#BS5506 314OLGDL3 772,922 825,000 775,121 3.30% 06/01/2029 Fed Natl Mortgage Assoc#BS5552 3140LGE24 1,995,544 2,130,000 2,025,353 3.51% 05/01/2029 Fed Natl Mortgage Assoc#BS8656 3140LKTN3 659,588 660,000 662,020 4.83% 06/01/2028 Fed Natl Mortgage Assoc#BZ0815 3140NU3Z0 1,499,063 1,500,000 1,504,065 4.62% 04/01/2029 Fed Natl Mortgage Assoc#BZ1806 3140NWAGO 1,463,438 1,500,000 1,470,360 4.13% 09/01/2029 Fed Natl Mortgage Assoc#BZ1969A 3140NWFK6 689,719 700,000 683,739 4.10% 10/01/2029 Fed Natl Mortgage Assoc#BA2127A 3140NWLH6 1,473,750 1,500,000 1,476,345 4.26% 10/01/2029 Government Securities Subtotal $ 68,589,669 $ 69,412,330 $ 67,278,098 US Treasury
US Treasury Note 2.625% 9128286B1 928,900 1,000,000 943,200 2.78% 02/15/2029 US Treasury Note 0.625% 912828ZE3 220,875 250,000 230,675 0.68% 03/31/2027 US Treasury Note 0.375% 91282CBC4 1,476,450 1,500,000 1,437,600 0.39% 12/31/2025 US Treasury Note 3.750% 91282CJR3 978,600 1,000,000 986,290 3.80% 12/31/2028 US Treasury Note 4.000% 91282CJW2 989,100 1,000,000 995,550 4.02% 01/31/2029 US Treasury Subtotal $ 4,593,925 $ 4,750,000 $ 4,593,315 Total Portfolio $ 101,839,020 $ 102,937,648 $ 100,429,004 Prep4X41:2a

Page 7 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
November 30,2024
No.of
days until Days to maturity Total by
November 30,2024 Market Value Availability maturity Weight weighted average maturity Petty Cash 32,898 11/30/2024 0 0.0% - Checking Account 4,037,352 12/1/2024 1 3.2% 0.03 Utility&Credit Cards Account 56,620 12/1/2024 1 0.0% 0.00 Total Bank Accounts 4,126,869 4,126,869 State Local Agency Investment Fund 1,287,663 12/1/2024 1 1.0% 0.01 1,287,663 California Asset Management Plan 21,351,474 11/30/2024 0 16.8% - 21,351,474 First American Govt OB Fund-Y 1,282,318 12/1/2024 1 1.0% 0.01 Money Market Accounts 1,282,318 1,282,318 Keypoint CU CD 248,129 12/27/2024 27 0.2% 0.05 Manufacturers Traders Trust Co CD 244,024 12/9/2024 9 0.2% 0.02 WebBank Salt CD 247,261 12/30/2024 30 0.2% 0.06 Negotiable Certificates of Deposit 739,414 739,414 $ 28,787,738 1-30 days
Federal Farm Credit Bks DEB 1,490,310 1/27/2025 58 1.2% 0.68 Government Securities 1,490,310 1,490,310 Arsenal CU CD 248,084 1/25/2025 56 0.2% 0.11 Enerbank USA CD 248,910 1/29/2025 60 0.2% 0.12 Spokane Teachers CD 248,464 1/28/2025 59 0.2% 0.12 Negotiable Certificates of Deposit 745,458 745,458 $ 2,235,768 31 -60 days
Federal Home Ln Bks DEB 1,086,525 3/24/2025 114 0.9% 0.97 Federal Home Ln Bks DEB 1,485,645 2/28/2025 90 1.2% 1.05 Federal Farm Credit Bks DEB 1,087,724 3/17/2025 107 0.9% 0.92 Government Securities 3,659,894 3,659,894 General Electric CU CD 250,230 2/14/2025 76 0.2% 0.15 Medallion Bank CD 247,430 3/27/2025 117 0.2% 0.23 Merrick Bank CD 248,843 1/31/2025 62 0.2% 0.12 Poppy Bank CD 226,673 3/18/2025 108 0.2% 0.19 Negotiable Certificates of Deposit 973,176 973,176 $ 4,633,070 61 -120 days
Federal Farm Credit Bks DEB 1,478,790 4/7/2025 128 1.2% 1.49 Government Securities 1,478,790 1,478,790 1st Security Bank of Washington CD 246,080 4/16/2025 137 0.2% 0.27 Industrial Commercial Bank China CD 246,653 3/31/2025 121 0.2% 0.23 Partners Bank of California CD 247,048 4/2/2025 123 0.2% 0.24 Souther States Bank CD 249,017 4/14/2025 135 0.2% 0.26 Third Federal Savings&Loan CD 245,678 5/23/2025 174 0.2% 0.34 Negotiable Certificates of Deposit 1,234,475 1,234,475 $ 2,713,265 121 -180 days
Federal Home Ln Bks DEB 979,300 6/30/2025 212 0.8% 1.63 Federal Farm Credit Bks DEB 1,227,550 6/23/2025 205 1.0% 1.98 Federal Home Ln Corp MTN 1,457,145 9/8/2025 282 1.1% 3.23 Federal Home Ln Corp MTN 1,452,240 9/30/2025 304 1.1% 3.47 Federal Home Ln Corp MTN 1,935,600 10/20/2025 324 1.5% 4.93 Federal Home Ln Corp MTN 1,448,415 11/12/2025 347 1.1% 3.95 Federal Home Ln Corp MTN 1,447,530 11/12/2025 347 1.1% 3.95 Fed Natl Mortgage Assoc 1,464,870 7/22/2025 234 1.2% 2.69 Government Securities 11,412,650 11,412,650 BMW Bank North America CD 242,255 9/25/2025 299 0.2% 0.57 California CD 252,910 10/27/2025 331 0.2% 0.66 Connexus CU CD 251,053 6/23/2025 205 0.2% 0.40 Ptged4X perfe2Nn

Page 8 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
November 30,2024
No.of
days until Days to maturity Total by
November 30,2024 Market Value Availability maturity Weight weighted average maturity Greenstate CU CD 241,750 11/24/2025 359 0.2% 0.68 Ideal CU CD 124,648 8/29/2025 272 0.1% 0.27 JPMorgan Chase Bank CD 241,165 11/10/2025 345 0.2% 0.65 Liberty FED CD 248,870 6/9/2025 191 0.2% 0.37 Live Oak Banking Company CD 242,508 9/16/2025 290 0.2% 0.55 Meritrust FCU MTN CD 223,416 6/30/2025 212 0.2% 0.37 New York Community Bank CD 244,363 7/1/2025 213 0.2% 0.41 Southeast Bank CD 244,650 6/17/2025 199 0.2% 0.38 Tandem Bank CD 244,845 6/23/2025 205 0.2% 0.39 Technology CU CD 248,228 7/21/2025 233 0.2% 0.45 Negotiable Certificates of Deposit 3,050,660 3,050,660 Klamath Trinity,CA-2021 B 14,717 8/1/2025 244 0.0% 0.03 San Bernardino,CA 293,097 8/1/2025 244 0.2% 0.56 Municipal Bonds 307,814 307,814
$ 14,771,123 181 -1 year
Federal Home Ln Bks DEB 1,453,770 12/30/2025 395 1.1% 4.51 Federal Home Ln Bks DEB 1,917,860 1/28/2026 424 1.5% 6.39 Federal Home Ln Bks DEB 1,910,380 2/12/2026 439 1.5% 6.59 Federal Home Ln Bks DEB 959,320 2/26/2026 453 0.8% 3.42 Federal Home Ln Bks DEB 958,600 2/26/2026 453 0.8% 3.41 Federal Home Ln Bks DEB 1,267,903 4/29/2026 515 1.0% 5.13 Federal Home Ln Bks DEB 1,451,400 5/12/2026 528 1.1% 6.02 Federal Home Ln Bks DEB 1,941,100 5/27/2026 543 1.5% 8.29 Federal Home Ln Bks DEB 1,422,675 7/20/2026 597 1.1% 6.68 Federal Home Ln Bks DEB 1,510,336 10/26/2026 695 1.2% 8.25 Federal Home Ln Bks DEB 1,414,560 11/24/2026 724 1.1% 8.05 Federal Home Ln Bks DEB 1,943,220 11/24/2026 724 1.5% 11.06 Federal Home Ln Bks DEB 1,453,455 12/22/2025 387 1.1% 4.42 Federal Farm Credit Bks DEB 1,176,713 10/7/2026 676 0.9% 6.25 Federal Farm Credit Bks DEB 753,405 4/10/2026 496 0.6% 2.94 Federal Home Ln Corp MTN 1,310,092 10/27/2026 696 1.0% 7.17 Fed Natl Mortgage Assoc#AN1614 1,938,300 6/1/2026 548 1.5% 8.35 Government Securities 24,783,089 24,783,089 A+FCU CD 251,228 2/17/2026 444 0.2% 0.88 Alabama CU CD 251,915 12/22/2025 387 0.2% 0.77 Ally Bank Utah CD 249,950 12/22/2025 387 0.2% 0.76 American Equity Bank CD 237,133 5/27/2026 543 0.2% 1.01 Burke Herbert Finanical Services CD 249,060 2/13/2026 440 0.2% 0.86 Chartway FCU CD 249,865 12/16/2025 381 0.2% 0.75 City National Bank CD 250,105 1/12/2026 408 0.2% 0.80 Clearpath FCU CD 250,100 4/27/2026 513 0.2% 1.01 Communitywide FCU CD 251,055 1/6/2026 402 0.2% 0.79 Connex CU CD 253,528 3/18/2026 473 0.2% 0.94 Continental Bank CD 234,890 8/24/2026 632 0.2% 1.17 Dort FCU CD 252,588 6/22/2026 569 0.2% 1.13 Empower FCU CD 255,653 10/23/2026 692 0.2% 1.39 First Carolina Bank CD 240,083 12/23/2025 388 0.2% 0.73 FirstBank of Nebraska CD 232,884 8/27/2026 635 0.2% 1.16 Gesa CU CD 254,063 7/31/2026 608 0.2% 1.21 Global FCU CD 250,763 6/16/2026 563 0.2% 1.11 Malaga Bank CD 234,160 11/19/2026 719 0.2% 1.32 NBC Bancorp Inc CD 250,701 9/14/2026 653 0.2% 1.29 Popular Bank CD 249,435 1/8/2026 404 0.2% 0.79 Red Crown Fed CD 204,258 10/13/2026 682 0.2% 1.10 Solarity CU CD 250,993 6/23/2026 570 0.2% 1.12 Texas Exchange Bank CD 234,750 11/13/2026 713 0.2% 1.32 Toyota Financial Savings Bank CD 234,953 7/29/2026 606 0.2% 1.12 USAlliance FCU CD 96,657 1/28/2026 424 0.1% 0.32 Union Bank CD 238,328 3/19/2026 474 0.2% 0.89 Vibrant CU CD 251,378 3/20/2026 475 0.2% 0.94 Negotiable Certificates of Deposit 6,460,471 6,460,471

Page 9 of 16 ends

Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
November 30,2024
No.of
days until Days to maturity Total by
November 30,2024 Market Value Availability maturity Weight weighted average maturity US Treasury Note 0.375% 1,437,600 12/31/2025 396 1.1% 4.48 US Treasury 1,437,600 1,437,600
Riverside Cnty,CA 979,930 2/15/2026 442 0.8% 3.41 San Bernardino,CA 237,313 8/1/2026 609 0.2% 1.14 Municipal Bonds 1,217,243 1,217,243
$ 33,898,402 1-2 years
Federal Home Ln Bks DEB 960,410 3/30/2027 850 0.8% 6.42 Federal Home Ln Bks DEB 600,642 4/21/2027 872 0.5% 4.12 Federal Home Ln Bks DEB 996,780 6/11/2027 923 0.8% 7.23 Government Securities 2,557,832 2,557,832 BankUnited NA CD 235,295 12/8/2026 738 0.2% 1.37 Baxter CU CD 251,655 1/25/2027 786 0.2% 1.56 Capital One NA CD 235,810 12/8/2026 738 0.2% 1.37 Essential CU CD 253,340 6/15/2027 927 0.2% 1.85 1st Source Bank CD 250,003 1/19/2027 780 0.2% 1.53 First Technology FCU CD 245,957 8/5/2027 978 0.2% 1.89 Generations Bank C D 243,890 5/6/2027 887 0.2% 1.70 Iriquois Fed CD 252,842 9/17/2027 1021 0.2% 2.03 Milestone Bk CD 245,110 12/15/2026 745 0.2% 1.44 Optum Bank Draper CD 247,640 9/13/2027 1017 0.2% 1.98 People's Bank CD 249,303 1/12/2027 773 0.2% 1.52 Preferred CU CD 255,793 9/15/2027 1019 0.2% 2.05 State Employees CD 252,807 5/24/2027 905 0.2% 1.80 True Sky Credit CD 252,675 11/30/2027 1095 0.2% 2.18 Negotiable Certificates of Deposit 3,472,120 3,472,120 US Treasury Note 0.625% 230,675 3/31/2027 851 0.2% 1.54 US Treasury 230,675 230,675
$ 6,260,627 2-3 years
Federal Home Ln Bks DEB 1,500,435 2/16/2028 1173 1.2% 13.84 Federal Home Ln Bks DEB 2,015,280 9/8/2028 1378 1.6% 21.83 Fed Natl Mortgage Assoc#BS1416 593,419 3/1/2028 1187 0.5% 5.54 Fed Natl Mortgage Assoc#BS8656 662,020 6/1/2028 1279 0.5% 6.66 Government Securities 4,771,154 4,771,154 American Exp CD 254,648 9/13/2028 1383 0.2% 2.77 Customers Bank CD 253,390 6/14/2028 1292 0.2% 2.57 Discover Bank CD 255,215 9/18/2028 1388 0.2% 2.79 Fahey Banking Co CD 248,583 1/12/2028 1138 0.2% 2.22 Gulf Cap Bank CD 246,147 9/27/2028 1397 0.2% 2.70 Jeanne D Arc CD 251,826 7/31/2028 1339 0.2% 2.65 Southern First CD 251,530 10/17/2028 1417 0.2% 2.80 TTCU Federal CU CD 257,915 7/26/2028 1334 0.2% 2.70 Tucson FCU CD 258,203 9/8/2028 1378 0.2% 2.80 Negotiable Certificates of Deposit 2,277,456 2,277,456 $ 7,048,610 3-4 years
Fed Home Ln Mort Corp#WN1356 1,488,150 4/1/2029 1583 1.2% 18.52 Fed Home Ln Mort Corp#WN2560 999,220 1/1/2029 1493 0.8% 11.73 Fed Home Ln Mort Corp#WN5034F 1,958,800 7/1/2029 1674 1.5% 25.78 Federal Farm Credit Bks DEB 1,002,970 12/15/2028 1476 0.8% 11.64 Fed Natl Mortgage Assoc#BL4424 1,893,579 10/1/2029 1766 1.5% 26.29 Fed Natl Mortgage Assoc#BL3660 1,846,679 8/1/2029 1705 1.5% 24.75 Fed Natl Mortgage Assoc#BS5506 775,121 6/1/2029 1644 0.6% 10.02 Fed Natl Mortgage Assoc#BS5552 2,025,353 5/1/2029 1613 1.6% 25.68 Fed Natl Mortgage Assoc#BZ0815 1,504,065 4/1/2029 1583 1.2% 18.72 Fed Natl Mortgage Assoc#BZ1806 1,470,360 9/1/2029 1736 1.2% 20.07 Fed Natl Mortgage Assoc#BZ1969A 683,739 10/1/2029 1766 0.5% 9.49 Fed Natl Mortgage Assoc#BA2127A 1,476,345 10/1/2029 1766 1.2% 20.50 Government Securities 17,124,380 17,124,380 Pied45Jofe2Nn

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority CA Government Code Section 53607
For Period Ended
November 30,2024
Issue Par Market Maturity
Investment Name CUSIP ID Date Cost Value Value Date Sales&Maturities
Federal Home Ln Bks DEB 3130AUS54 2/17/2023 1,500,000.00 1,500,000.00 1,498,395.00 2/17/2026 Federal Home Ln Bks DEB 3130AUS70 2/15/2023 1,500,000.00 1,500,000.00 1,499,295.00 8/15/2025 Fed Natl Mortgage Assoc#BL3660 3140HVB60 8/1/2019 2,907.15 3,081.44 3,081.44 8/1/2029 InFirst FCU CD 45673RAA9 11/27/2019 236,674.50 249,000.00 248,489.55 11/27/2024 Insight CU CD 45791JAC0 2/27/2023 250,000.00 250,000.00 250,070.00 2/27/2025 Magnolia Bank Inc CD 559582AP6 11/25/2020 250,000.00 250,000.00 249,275.00 11/25/2024 Pacific Western Bank CD 69506YYX1 5/11/2023 243,000.00 243,000.00 243,046.17 11/12/2024 State Bank of India CD 856285RS2 11/27/2019 252,625.00 250,000.00 249,480.00 11/27/2024 Sales&Maturities Subtotal $ 4,235,206.65 $4,245,081.44 $4,241,132.16 Purchases
Fed Natl Mortgage Assoc#BL4424 3140HV4J0 10/1/2019 1,882,471.46 2,096,731.19 1,893,578.91 10/1/2029 Fed Natl Mortgage Assoc#BZ1806 3140NWAG0 9/1/2024 1,463,437.50 1,500,000.00 1,470,360.00 9/1/2029 Fed Natl Mortgage Assoc#BA2127A 3140NWLH6 10/1/2024 1,473,750.00 1,500,000.00 1,476,345.00 10/1/2029 Purchases Subtotal $ 4,819,658.96 $5,096,731.19 $4,840,283.91 Prep e�l., 4 r n

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Maturities in Thousands of Dollars
For Period Ended
November 30, 2024
1 day 31 days 61 days 121 days 181 days 1 year 2 years 3 years 4 years to to to to to to to to to
Investment Portfolio 30 days 60 days 120 days 180 days 1 year 2 years 3 years 4 years 5 years State Local Agency Investment Fund 1,288 - - - - - - - - California Asset Management Plan 21,352 - - - - - - - - Bank Accounts and Change Funds 4,127 - - - - - - - - Negotiable Certificates of Deposit 739 746 973 1,234 3,051 6,460 3,472 2,277 2,904 Government Securities - 1,490 3,660 1,479 11,413 24,783 2,558 4,771 17,124 Money Market Fund 1,282 - - - - - - - - Municipal Bonds - - - - 308 1,217 - - 3,893 US Treasury - - - - - 1,438 231 - 2,925 Total Cash and Investments $28,788 $ 2,236 $ 4,633 $ 2,713 $ 14,772 $33,898 $ 6,261 $ 7,048 $26,846 tl i
Percentage 22.63% 1.76% 3.64% 2.13% 11.63% 26.65% 4.92% 5.54% 21.11%

INVESTMENTS BY MATURITY
2 years to 3 years

4.92%
3 years to 4 years
1 year to 2 years 5.54%

26.65%
181 days to 1 year 4 years to 5 years

11.63% 21.11
121 days to 180
days 2.13%
61 days to 120
days 3.64%
31 days to 1 day to 30 days
60 days 1.76% 22.63%

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Bank Accounts and Change Funds
For Period Ended
November 30, 2024
Account Insured Collateralized Total
Name Institution Deposits Deposits Deposits
Petty Cash
City of Upland City of Upland $ - $ - $ 32,898 City of Upland
Payroll Zero Balance Account Chase - - - City of Upland
Checking Account Chase 250,000 3,787,352 4,037,352 City of Upland
Utility& Credit Cards Account Chase 56,620 - 56,620 City of Upland
Successor Agency Chase - - -
Totals $ 306,620 $ 3,787,352 $ 4,126,869
Prepare b D e �

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
For 12 Month Period Ended
November 30, 2024
Month Yield
December-2023 3.93%
January-2024 4.01
February-2024 4.12%
March-2024 4.23%
April-2024 4.27%
May-2024 4.33%
June-2024 4.48%
July-2024 4.52%
August-2024 4.58%
September-2024 4.58%
October-2024 4.52%
November-2024 4.48%
Average Yield On Investment Portfolio

4.80%

4.60%

4.40%

4.20%

4.00%

3.80%

3.60%
peter atJ acJl t •
aJ� O\J L Jy�L oet L N. L Pek'L
eoe� c� �eQCO �a QQ \` �o P? Q`e( `Co eto Prepare bv D en4

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Docusign Envelope ID: 12D86AFC-ECCA-4137-BF32-CF628DA1B02B

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Summary
November 30,2024
December-2023 January-2024 February-2024 March-2024 April-2024 May-2024 June-2024 July-2024 August-2024 September-2024 October-2024 November-2024 Investment Portfolio
State Local Agency Investment Fund(LAIF) 6,112,217 6,140,634 10,179,928 8,165,694 5,738,513 1,228,815 1,218,471 1,270,702 1,273,693 1,275,008 1,287,040 1,287,663 California Asset Management Plan(CAMP) 30,940,951 31,086,004 31,221,545 31,366,454 35,511,736 35,667,423 37,319,358 25,471,211 23,583,738 21,679,655 20,769,937 21,351,474 Negotiable Certificates of Deposit 24,049,279 26,489,593 25,738,967 25,434,176 25,146,286 24,598,093 24,096,892 23,891,458 23,589,222 23,963,760 23,138,047 21,857,191 Money Market Fund 1,160,163 292,728 1,264,033 3,100,698 3,537,396 994,116 2,266,289 177,239 365,257 1,013,801 1,634,473 1,282,318 Municipal Bonds 1,524,299 1,534,972 1,529,703 1,533,303 1,527,597 1,531,768 1,533,372 3,587,504 3,573,166 3,616,265 5,398,155 5,418,081 Government Agency Securities 60,417,271 59,328,194 59,106,065 59,868,893 59,663,646 63,208,309 64,382,476 65,588,408 66,664,536 66,296,770 65,290,435 67,278,098 Corporate Bonds - - - - - - - - - - - - US Treasury 1,614,818 1,619,928 1,610,845 4,512,223 4,446,395 4,485,273 4,513,773 4,582,538 4,621,215 4,654,678 4,581,668 4,593,315 Total Investments $ 125,818,997 $ 126,492,053 $ 130,651,085 $133,981,439 $135,571,569 $131,713,797 $135,330,631 $124,569,059 $123,670,828 $ 122,499,938 $ 122,099,754 $ 123,068,141 Weighted Average Days to Maturity 506.90 491.11 459.24 483.70 461.83 471.80 499.32 572.63 593.57 624.20 625.11 644.59 Blended Yield: 3.08% 3.05% 2.94% 3.14% 3.08% 3.02% 3.15% 3.07% 2.98% 3.02% 2.95% 2.90% Cash
Bank Accounts and Change of Funds 7,158,488 8,280,241 7,286,941 5,023,019 5,167,174 13,970,016 8,130,947 7,113,239 3,277,829 2,544,190 1,698,628 4,126,869 Total Cash $ 7,158,488 $ 8,280,241 $ 7,286,941 $ 5,023,019 $ 5,167,174 $ 13,970,016 $ 8,130,947 $ 7,113,239 $ 3,277,829 $ 2,544,190 $ 1,698,628 $ 4,126,869 Total Cash and Investments $ 132,977,485 $ 134,772,294 $ 137,938,026 $139,004,459 $140,738,742 $145,683,813 $143,461,577 $131,682,298 $126,948,657 $ 125,044,127 $ 123,798,382 $ 127,195,010 PARS Investment Portfolio
115 Trust-OPEB Investment 1,872,738 1,877,569 1,898,632 1,936,964 2,184,493 2,247,348 2,272,555 2,321,327 2,360,733 2,392,170 2,340,868 2,395,435 115 Trust-Pension Investment 4,729,333 4,746,692 4,775,020 4,855,290 7,104,472 7,289,805 7,376,442 7,533,336 8,330,830 8,444,947 8,267,581 8,430,889 Total Restricted Funds Held in Trust $ 6,602,071 $ 6,624,260 $ 6,673,652 $ 6,792,254 $ 9,288,965 $ 9,537,153 $ 9,648,997 $ 9,854,664 $ 10,691,564 $ 10,837,117 $ 10,608,449 $ 10,826,324 Benchmarks:

LAIF 3.93% 4.01% 4.12% 4.23% 4.27% 4.33% 4.48% 4.52% 4.58% 4.58% 4.52% 4.48% CAMP 5.55% 5.54% 5.50% 5.50% 5.45% 5.43% 5.44% 5.44% 5.42% 5.29% 5.01% 4.81% 2yr U.S.Treasury 4.23% 4.27% 4.64% 4.59% 5.04% 4.82% 4.71% 4.29% 3.91% 3.66% 4.16% 4.13% 5yr U.S.Treasury 3.84% 3.91% 4.26% 4.21% 4.72% 4.42% 4.33% 3.97% 3.71% 3.58% 4.15% 4.05% Restricted Funds with Fiscal Agent
Wtr Sys Lease Rev Ref Bonds 2011
Wtr Revenue Bonds 2022 15,501,303 15,501,369 15,501,435 15,636,280 15,501,562 15,501,626 15,501,692 15,501,755 15,501,821 16,516,671 15,501,951 15,502,017 Wtr Sys Lease Rev Ref Bonds 2021 25 25 25 48,773 0 - - - - 608,773 - - Successor Agency TAN 2013/TAN 2016-Me 10 10 223,344 0 0 - - - 2,618,344 1 2 2 Colonies CFD Area#1 2012 - - - - - - - - - - - - Colonies CFD Area#1 2022 585,593 585,595 1,311,297 1,122,204 1,122,209 1,122,212 1,122,216 1,122,219 1,497,100 294,865 294,866 294,866 ColoniesCFDArea#22015 1,526,969 1,526,975 2,236,488 2,010,387 2,010,393 2,010,404 2,010,413 2,010,421 2,429,242 1,328,142 1,328,148 1,328,153 Upland 54 CFD 2004 166,188 166,188 231,819 203,448 203,449 203,449 203,449 203,450 226,002 128,003 128,003 128,003 Sycamore Hills CFD 2015-1 737,762 737,762 1,006,794 824,056 824,059 824,060 824,061 824,062 1,115,102 744,257 744,257 744,258 Harvest at Upland CFD 2016-1 Area#1 578,670 581,045 912,960 743,629 746,634 749,547 752,572 755,509 914,107 574,419 576,659 578,762 Harvest at Upland CFD 2016-1 Area#2 2,289,337 2,289,347 2,583,777 2,435,366 2,435,376 2,435,384 2,435,392 2,435,400 2,568,647 2,156,897 2,156,904 2,156,911 4,039,244 4,055,265 4,145,681 4,062,915 4,078,970 4,094,517 4,110,632 4,126,259 4,160,128 4,078,287 4,093,130 4,107,462 Sycamore Hills CFD 2015-1-2 765,836 765,840 1,049,013 848,106 848,109 848,111 848,101 848,113 1,135,802 771,560 750,327 771,562 Total Restricted Funds $ 26,190,936 $ 26,209,421 $ 29,202,632 $ 27,935,164 $ 27,770,761 $ 27,789,310 $ 27,808,528 $ 27,827,188 $ 32,166,295 $ 27,201,875 $ 25,574,247 $ 25,611,996 Pager�1ed o .1.-2sy Chan
Page16of16 TLyrrChan

trpl" CITY FUPLAND
"The City of Gracious Living"
Stafif(krcifil
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

JESSICA GANDARA,RECREATION&COMMUNITY SERVICES MANAGER
SUBJECT: CONSIDER APPROVAL OF AMENDMENT NO.2 TO A PROFESSIONAL CONSULTANT

SERVICES AGREEMENT WITH GEOGRAPHICS
RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No.2 to the professional consultant services agreement with Geographics for creative support,text, copy, graphic design and layout, artwork services,print production, and mailing of the City's Upland Today News Magazine.

GOAL STATEMENT
The proposed action supports the City's goal of increasing communication,awareness,marketing,and access of City- wide programs and services,and increase the health, safety,morals, and welfare of its residents,businesses,tenants, and property owners within the community.

BACKGROUND
The City of Upland is a full-service municipality serving approximately 79,000 residents.The City of Upland produces and mails 36,750 copies of the Upland Today News Magazine and Recreation Guide on a quarterly basis (Spring, Summer,Fall,and Winter)to Upland households and businesses with the remaining copies available at City facilities.

The newsletter serves as a vital communication tool highlighting programs, special events, public service announcements,and other information of interest to the community.

In December 2020,City Council approved an agreement with Geographies. The term of the agreement was three(3) years with two(2)one-year options to renew.

On March 11,2024,the City Council approved Amendment No. 1 to extend the contract through December 14,2024.

ISSUES AND ANALYSIS
Geographies has agreed to continue working with staff to produce the recently completed Winter edition as well as the next two editions of the magazine.The approval of this second amendment will allow staff time to go through the Request For Proposal (RFP)process to consider vendors for a new three-year contract. The RFP is expected to be released in January 2025.

ENVIRONMENTAL DETERMINATION
The proposed action is an amendment to an agreement for assistance with the design and distribution of the Upland Today Magazine,and not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a"project" and thus is exempt.

FISCAL IMPACTS
The City has funds budgeted in the current fiscal year to accommodate this amendment.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

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AMENDMENT NO. 2 TO THE AGREEMENT FOR PROFESSIONAL

CONSULTANT SERVICES FOR UPLAND TODAY NEWS MAGAZINE
This Amendment No. 2 ("Amendment No. 2") is made and entered into as of January 13, 2025, by and between the City of Upland,a municipal corporation("City") and Geographics ("Consultant")with respect to that certain Professional Services Agreement between City and Consultant dated December 14, 2020 ("Original Agreement"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."
WHEREAS, City and Consultant entered into the Original Agreement for the purpose of providing professional consultant services for City's Upland Today News Magazine.

WHEREAS, pursuant to Section 5 of the Original Agreement, the Parties may by mutual, written consent, extend the term of the Original Agreement for two (2) one (1) year additional terms.

WHEREAS, the Parties heretofore entered into Amendment No. 1 of the Original Agreement on March 11, 2024 ("Amendment No. 1") in order to extend the Term of the Original Agreement by one year (Amendment No. 1 and the Original Agreement are together hereinafter referred to as "the Agreement").

WHEREAS, the Parties now desire to amend the Agreement in order to extend the Term of the Agreement and amend the payment provisions for the continued performance of services during the Renewal Term, as defined below.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2 and the Agreement, the Parties mutually agree as follows:

1. Incorporation of Recitals. The recitals set forth above are true and correct and are hereby incorporated herein by this reference.

2. Term. The Term of the Agreement shall be extended for an additional period commencing December 15, 2024 and continuing through June 30,2025 ("Renewal Term").

3. Services and Compensation for Renewal Term. During the Renewal Term, Consultant shall prepare and City shall pay Consultant for three (3) new editions of the Upland Today News Magazine.The compensation paid by City to Consultant for such services during the Renewal Term shall not exceed the sum of eighty thousand dollars ($80,000), and the compensation shall be at the rates and amounts set forth in amended Exhibit "B" attached hereto and incorporated herein by reference.

4. Full Force. All the remaining terms and conditions of the Agreement not amended by this Amendment No. 2,including without limitation the indemnity and insurance provisions, shall remain unchanged and in full force and effect..

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5. Authority to Sign and Bind. Each person signing this Amendment No. 2 on behalf of a Party represents and warrants that he or she has the necessary authority to bind such Party and that this Amendment No. 2 is binding on and enforceable against such Party.

6. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original.

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IN WITNESS WHEREOF, City and Consultant have executed this Amendment No. 2 effective on the day and year first above written.

CITY: CONSULTANT:

City of Upland Geographics
460 N. Euclid Ave. 4178 Chestnut Street
Upland CA 91785 Riverside, CA 92501
By: By:

Michael Blay Nicole Beale
City Manager Partner
ATTEST:

By:

Keri Johnson
City Clerk
APPROVED AS TO FORM:

By:

Stephen Deitsch
City Attorney

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EXHIBIT B

PAYMENT RATES AND SCHEDULE

DESIGN BUDGET
11111
The following are not-to-exceed costs as defined by the scope of work. Some items are variable,depending on the requirements of the City,for example the postage rates are expected to change during the course of the contract and photography costs will vary with the requirements of each issue.An itemized invoice will be sent after each issue.

Cost Proposal Per Issue Costs
40 page self-cover, 8.125"x10.375 (Design/Printing/Mailing/Postage) Project Management
2 hours @$108/hour $216 Design $7,976 Copywriting $1,080 Printing&Bindery $9 752 10 hours @$108/hour (existing parameters)
Full Design &Layout of Guide $3,825 Mail Services $799 45 hours @$85/hour
$2,550 Postage(approx.) $7,885
3 Rounds of Revisions $
30 hours @$85/hour
$26,412
Photography(if needed) $0
@$115/hour
Taxes not included
Stock Photography/Illustration $50
various images*
Pre-Press/Final Art $170
2 hours @$85/hour
Web PDF $85
1 hour @$85/hour
$7,976
* Geographics has a generic library of stock photos for images that are available to current clients. These Items must not be extracted, reproduced or used in any other way. Some images may not be available and may need to be purchased for a price.

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GEOGRAPHICS www.GeoCreativeLab.com Marketing &Advertising

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PRINT AND MAIL BUDGET
Print & Mail Costs
(Design/Printing/Mailing/Postage)
Quantity: 36,000

8.125"x10.375" I 50# offset, 92 brite I Full Color 4/4
40-Pages $9,752
Mail Services $799
simplified mailing, leftovers to Taxes not included designated locations in Upland
Approx. Postage $7,885

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GEOGRAPHICS www.GeoCreativeLab.com Marketing &Advertising

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FEE SCHEDULE
Geographics will provide estimates of cost in advance for supplementary work.

These not-to-exceed estimates will be based on the following rates.

Graphic Design $85/hr
Graphics Production $85/hr
Illustration $85/hr
Project Management/Coordination $108/hr
Content Development/Copywriting $108/hr
Photography/Multimedia Production $108/hr
Stock Photography-Basic Free-$5 per photo
Stock Photography-Special $40 per photo
Digital Imaging: Photo Processing/Digital Handling $85/hr Web Development and Programming $139/hr
No additional charges for telephone consultation, overtime and rush requests.

Vendor fees are cost plus 15%, lower than the industry standard of 17.75%. This charge covers administration of vendor services, processing and review of proofs, attending quality inspections such as press checks, administering billings, quality assurance and control activities, and deliveries.

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GEOGRAPHICS www.GeoCreativeLab.com Marketing &Advertising

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DocuSign Envelope ID: B879FAC1-1035-4885-A73A-FF232A9BA52D AMENDMENT NO. 1 TO THE AGREEMENT FOR PROFESSIONAL

CONSULTANT SERVICES FOR UPLAND TODAY NEWS MAGAZINE
This Amendment No. 1 to the Professional Services Agreement for Professional Consultant Services is made and entered into as of March 11,2024 by and between the City of Upland,a municipal corporation("City") and Geographics ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."
WHEREAS, the City and Consultant have entered into an agreement dated December 14,2020 for the purpose of providing professional consultant services for the City's Upland Today News Magazine (the "Original Agreement").

WHEREAS, the term of the Original Agreement expired on December 14, 2023.

WHEREAS,pursuant to Section 5 of the Original Agreement, the Parties may be mutual,written consent, extend the term of the Original Agreement for two (2) one (1) year additional terms.

WHEREAS, the Parties desire to extend the Original Agreement for one year and maintain the same performance requirement and payment provisions therefor.

NOW,THEREFORE, the Parties agree:

1. The Original Agreement is hereby extended for an additional one year through December 14, 2024 ("Renewal Term").

2. During the Renewal Term City agrees to pay Consultant for five (5) additional editions of the Upland Today News Magazine which shall be Winter 2023 edition, Spring 2024 edition, Summer 2024 edition, Fall 2024 edition, and Winter 2024 all for payment by City as otherwise set forth in Section 5 of the Original Agreement.

3. All the remaining terms and conditions of the Original Agreement shall remain unchanged and in full force and effect, and shall govern the conduct of the Parties during the Renewal Term.

4. Each person signing this Amendment No. 1 to the Original Agreement on behalf of a Party represents and warrants that he or she has the necessary authority to bind such Party and that this Amendment No. 1 is binding on and enforceable against such Party.

5. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.

Page 62 of 237 ends

DocuSign Envelope ID: B879FAC1-1035-4885-A73A-FF232A9BA52D IN WITNESS WHEREOF,the City and Consultant have approved this Amendment No. 1 effective on the day and year first above written.

CITY: CONSULTANT:

City of Upland Geographics
460 N. Euclid Ave. 4178 Chestnut Street
Upland CA 91785 Riverside, CA 92501
Docu Signed by: -DocuSigned by:
��
By: E By. 75747 i E4u9..

Michael Blay Ricolebeale
City Manager Partner
ATTEST:

Docu Signed by:

By:

F421A8F85BE347/a...

Keri Johnson
City Clerk
APPROVED AS TO FORM:

DocuSigned by:

Sl
By:

Sb5/U bUtib Ct..,
tephen Deitsch
City Attorney

Page 63 of 237 ends

AGREEMENT

FOR PROFESSIONAL CONSULTANT SERVICES

UPLAND TODAY NEWS MAGAZINE
THIS AGREEMENT is made and effective as of December 14, 2020, between the City of Upland,a municipal corporation("City")and Geographics("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM. This Agreement shall commence on December 14,2020, and shall remain and continue in effect for three(3)years. The City may,upon mutual agreement,extend the contract for two(2),one(1)year options to renew. If contract is extended beyond the original term, contract price shall be adjusted at the beginning of each calendar year in accordance with the changes in the Consumer Price Index for all Urban Consumers in the Los Angeles-Anaheim- Riverside Area published monthly by the United States Bureau of Labor Statistics (CPI).

2. SERVICES. Consultant shall perform the services and tasks described and set forth in Exhibit A,attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. PERFORMANCE. Consultant shall at all time faithfully,competently and to the best of his or her ability,experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

4. PREVAILING WAGES. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations' Internet web site at http://www.dir.ca.gov . Consultant shall provide a copy of prevailing wage rates to any staff or sub-contractor hired,and shall pay the adopted prevailing wage rates as a minimum. Consultant shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to the City, as a penalty,the sum.of$25.00 for each calendar day,or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of the Contract.

5. PAYMENT.
a. The City agrees to pay Consultant monthly,in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the scope of work to be performed, payment rates and schedule of payment are null and void.This amount shall not exceed $97,247.20 (includes yearly costs of$95,053.20 and $2194.00 for a one-time re-brand of Upland Today News Magazine)for the total term of the Agreement unless additional payment is approved as provided in this Agreement.
b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such 1 834999.2 12/14'20

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additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services.

The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
c. Consultant will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month,for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time,for any reason,with or without cause,suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days' prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4_

7. DEFAULT OF CONSULTANT.
a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default.
b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have(10)days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement,to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

8. OWNERSHIP OF DOCUMENTS.
a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of 2 834999.2 12/14/20

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services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identi- fied and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records,together with supporting documents,shall be maintained fora period of three (3)years after receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

9. INDEMNIFICATION.
a. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City.
b. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

10. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
(2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles,a non-owned auto endorsement to the General Liability policy described above is acceptable. (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees.
3 834999.2 12/14/20

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see- aceofibrIS
r:+th;bi1-B
yr
(4) Professional Liab.. ance shall be written on a o form P Y
providin ssional liability Itant's profession.
b. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
(1) General Liability: One million dollars($1,000,000)per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
(3) Worker's Compensation as required by the State of California; Employer's Liability:One million dollars($1,000,000)per accident for bodily injury or disease. DF
(4) Professional .000.000) per claim
e-
an gregate.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager,either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers,officials,employees and volunteers;or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees and volunteers are to be covered as insured's as respects: liability arising out of activities performed by or on behalf of the Consultant;products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
(2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City,its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials,employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
(3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 4 834999.2 12/14/20

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(4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
(6) Additional Insured—All policies, except for Worker's Compensation and Professional Liability policies, shall contain endorsements naming the City of Upland and their officers,employees,agents,and volunteers as additional insured parties with respect to liabilities arising out to the performance of Work hereunder. The additional insured endorsements shall also be primary and non-contributory. (7) Waiver of Subrogation Rights - CONSULTANT shall require the carriers of Commercial General Liability, Automobile Liability and Worker's Compensation to waive all rights of subrogation against the City of Upland, and its officers, employees, agents and volunteers.

Such insurance coverage provided shall not prohibit CONSULTANT's employees or agents from waiving the right of subrogation prior to a loss or claim.CONSULTANT hereby waives all rights of subrogation against the City of Upland.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII, and admitted and licensed to do business in the State of California, unless otherwise acceptable to the City.Self insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

11. INDEPENDENT CONTRACTOR.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers,employees, agents,or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 5 834999.2 12/14/20

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c. PERS Eligibility Indemnification: In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees,agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency,state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees,agents,and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

12. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement.

Consultant is responsible for compliance with the Patient Protection and Affordable Care Act (2010), and City shall not be obligated to provide any health care coverage to Consultant. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations.

The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

13. RELEASE OF INFORMATION.
a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees,agents or subcontractors be served with any summons,complaint,subpoena,notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However,City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

14. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I)personal service, (ii) delivery by a reputable document delivery service,such as but not limited to,Federal Express,that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as 6 834999.2 12/14/20

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set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City: City of Upland
460 North Euclid Avenue
Upland, California 91786
Attention: City Manager
To Consultant: Geographics
4178 Chestnut Street
Riverside, California 92501

15. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder,without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant.

16. LICENSES. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights,obligations,duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Upland. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment,shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

18. PROHIBITED INTEREST. No officer, or employee of the City of Upland shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub-contractors for this project, during his/her tenure or for one year thereafter.The Consultant hereby warrants and represents to the City that no officer or employee of the City of Upland has any interest,whether contractual, non-contractual,financial or otherwise, in this transaction,or in the business of the Consultant or Consultant's sub-contractors on this project.

Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements,oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 7 834999.2 12/14/20

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21. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s)through good faith negotiations.

22. WAIVER. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

23. CONSTRUCTION. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement,this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

24. COSTS. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

25. RESPONSIBILITY FOR ERRORS. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

26. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys'fees,incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
8 834999.2 12/14/20

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF UPLAND
Rosemary Ho ing, City Mane r
Attest:

Keri hnson, Ci Clerl

CONSULTANT
Geographics
4178 Chestnut Street
Riverside, CA 92501
Nicole Beale
By: P
/ L-Aj(-Name: ►� -QG
Title: Pai-fins
9 834999.2 12/14/20

Page 72 of 237 ends

EXHIBIT A

TASKS TO BE PERFORMED
10 834999.2 12/14/20

Page 73 of 237 ends

Proje
Applrum.
h
Geographies is committed to client satisfaction and meeting or exceeding expectations with thorough quality control. We have the capacity to problem-solve, meet deadlines and the framework for approaching that process.

Aprojectmanagerisassignedtoperformthe An initial meeting is scheduled to services listed in the agreement. Additional review and confirm the schedule and support is available if needed. discuss the content and theme. oi
Initial development and design of the The story outline is created and reviewed. ideas discussed in the meeting. (One- Stories are written in the tone and voice set time for the re-branding of Upland Today) forthe magazine,and any provided content is <<t; smoothed over to reflect that same voice.

The Upland Today is fully designed and Areviewoffinalfilesforstyleandgraphiccorrectness,pre- includescustomphotographyandanyprovided press and an error check is conducted. An on-site press stock art and photography.Approximately 3 check is then completed to ensure color and content rounds of revisions are needed for approval. accuracy.We review and verify delivery and packing instructions,and lastly,provide PDFforwebviewing.
8 OGRAPHlc s Marketing &Advertising

Page 74 of 237 ends

Project
Approach
Geographics is committed to client satisfaction and meeting or exceeding expectations with thorough quality control. We have the capacity to problem-solve, meet deadlines and the framework for approaching that process.
r 1
A project manager is assigned to perform the An initial meeting is scheduled to services listed in the agreement.Add itional review and confirm the schedule support is available if needed. and discuss the content and theme.

Initial development and design of the The story outline is created and reviewed. ideas discussed in the meeting. (One- Stories are written in the tone and voice set time for the re-branding of Upland Today) for the magazine,and any provided content is smoothed over to reflect that same voice.
.

The Upland Today is fully designed and Areviewoffinalfilesforstyleandgraphiccorrectness,pre- includes custom photography and any provided press and an error check is conducted.An on-site press stock art and photography.Approximately 3 check isthen completed to ensure color and content rounds of revisions are needed for approval. accuracy.We review and verify delivery and packing instructions,and lastly,provide a PDF for web viewing.

GEOGRAPHI s Marketing &Advertising 9

Page 75 of 237 ends

Activity
Development
Exploring the positive impacts of a re-brand for Upland Today is accomplished by working with the City to develop goals, identify target audiences and visual resources for the development of the new cover and interior pages. ® Explore examples from other communities, taking away elements and strategies that are successful
vs Review visual resources, historical and contemporary, and identify items that relate to its identity
■ Review materials currently being developed for the City's marketing efforts ■ Discuss the preferred approach and goals with City staff is Summarize that discussion by developing a list of design approaches for staff approval
' is Execute two designs for the cover and two designs for one spread a Receive initial comments,including staff's selection of the preferred approach isConduct final minor revisions as a '
part of the first mock-up production
process.The new design layout will ilos •
be applied to the full guide \ SS �
♦ SDAL_ V*ir
Ate.410.
****7.**"
Aik
,iihinlIPAX::1 so,,.,t
10 GEOGFIAPHIC Marketing&Advertising

Page 76 of 237 ends

Proj To ensure::: : :: :
winghedul ered t
a detailed
Reminders will be sent by email (and phone if
S che du l e preferred)to help make sure deadlines are met.

We have also introduced Slack(a collaboration
application)into theworkflowto helpthe process.

Story conference: in-person, All contentsent to Geographics. by phone or email. Brain- ADropboxfoldercanbecreated Week storming for stories and review Week or items sent by email, of past issues.

All stories are written and The first proof of the Upland reviewed. Careful attention Today is created and uploaded Week is made for a unified voice Week to the online proofing system, and tone. Any photographs ProofHQ.
needed aretaken.The design
of the magazine coincides at
the same time with the start
of the recreation section.

Approximately 3 sets of Final art is prepared for the revisions are made during printer and submitted. A press- Weeks this time. All stake-holders Week check is scheduled,and printing are able to make any changes and bindery is completed.The necessary. magazine is then sent to the
mailhouse where it is then
delivered to the City of Upland
community
GEOGRAPHICS .._ Marketing & Advertising 11

Page 77 of 237 ends

Term ,
, Conditions

APPENDIX C

NON-COLLUSION AFFIDAVIT

STATE OF CALIFORNIA,COUNTY OF SAN BERNARDINO
Nicole Beale being first duly sworn,deposes and says
(Name of Affiant)
That he is Partner GeoRraphic.-.s
(Title) (Name of Proposer)
the party making the foregoing proposal;that the proposal is not made in the interest of,or on behalf of,arty undisclosed person, partnership,company,association,organization,or corporation;that the proposal is genuine and not collusive or sham;that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal,and has not directly or indirectly colluded,conspired,connived,or agreed with any proposer or anyone else to put in a sham proposal,or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication,or conference with anyone to ha the proposal price of the proposer or any other proposer,or to fix any overhead, profit or cost element of the proposal price,or of that of any other proposer,or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;that all statements contained in the proposal are true;and further,that the proposer has not,directly or indirectly,submitted his or her proposal price or any breakdown thereof,or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership,company association,organization,hid depository,or to any member or ageni thereof to effectuate a collusive or sham proposal.

The provisions of this Affidavit shall riot,be •;:',,,.i G.41ifying a person,firm,or corporation who has submitted a sub-proposal to ore proposer from submitf•ng separa:. i--- , '....; •i•noting prices for material or work to other proposers, ‘1 'I
]. Partner
---
fSig Awe) (Title)
Nicole Beale(Type or Print Name)
California All-Purpose Acknowledgment
State of Caldornia
County of euv,,,,-A5,...D....--,.-- )
on cl) /7626 Wale),before me,
(Insert name and title of the officer),personally,ippeate •d_IV l .,t,il_.<- 11101:1,S• Ar:_ ;,_,L.,..-,______.:
who proved to me on the basis of s,atistactory evidence to be thu prrson(si whose name(si,is/are subsumed to the within instrument and cknowledged to me that he/she/they exccuted the same in his/hi,r/thett authorized capaotyCies),and that by hbiheritheir si8rlatuf e(s1 On the instrument the personfs),oi the entity upon behalf of which the person(s)acwd ext-tuted the instrument, I certify under PENALTY OF PERJURY under tho laws at the State of California th.it the tot 1,;oirlp paragraph is true and correct- WITNESS my hand aria official seal.
tkivAiloA.gov

LAWANDA ROY
iirl&- "wth4"""dara ces,...c,
(Seal) oeigi :;•si Rims*coo i ,
V--.',,0 catimikoon•ltsitiolon • 1 - Notary Public-California z - .- -,,4:- -1
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'2, Commission #2169801 -1,:_ __...fil_f C.orn...rnEk?j_re_s Nov 2_429,20j Signature •••-___......palr..____„. ---____, _._
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GEOGRAPHICS , . . ,
Marketing &Advertising 15

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EXHIBIT B

PAYMENT RATES AND SCHEDULE
11 834999.2 12/14/20

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DESCRIPTION OF EXCEPTIONS
Geographics maintains insurance coverage typical to the marketing and communications industry.We request modification to the provision for professional liability insurance (RFP Exhibit B,10.b.4) as it is very expensive and the protections it offers in the case of a marketing and communications firm are not useful to the City of Upland as a client.We are able to provide a sample of such coverage to show that it has no application to the project,and does not defend the City's interests.We are requesting that the City waive the requirement for professional liability.

Geographics has supplied certificates of insurance to the City for contracts starting in 2004 without incident.
20 GEOGRAPHICS Www.GeoCreatveLabcom. Marketing &Advertising

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DESIGN BUDGET
s = .

Ltu''
s JI
The following are not-to-exceed costs as defined by the scope of work.Some items are variable,depending on the requirements of the City,for example the postage rates are expected to change during the course of the contract and photography costs will vary with the requirements of each issue.An itemized invoice will be sent after each issue.

Cost Proposal Per Issue Costs
36 page self-cover, 8.125°x10.375 (Design/Printing/Mailing/Postage) Project Management
2 hours @$103/hour $206
Design $7,940.00
Copywriting
14 hours C $103/hour $1,442 Printing&Bindery $7,745.00 (existing parameters)
Full Design&Layout of Guide
45 hours t $81/hour $3,G45 Mail Services $693,00 3 Rounds of Revisions $1 944 Postage(approx.) $6,116.00 24 hours @$81/hour
Sub-Total $22,494.00
Photography(if needed) $460 -
4 hours @$115/hour Tax $1,269.30
Stock Photography/Illustration $0 Total $23,763.30 each image'
Pre-Press/Final Art $162
2 hours @$811hour Per Year Costs (4 issues) Web PDF $81 (Design/Printing/Mailing/Postage) 1 hour Ci$81/hour
$7,940 Total
$95,0.53.20
*Ceographics has a generic library of stock photos that are included with the design. Certain images are not available and might need to be purchased.
6 G OGilAPHIIC.S ". .:' Marketincci&Advertisin:n

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FEE CF! EDULE
Geographics will provide estimates of cost in advance for supplementary work.

These not-to-exceed estimates will be based on the following rates.

Graphic Design $81/hr
Graphics Production $81/hr
Illustration $81/hr
Project Management/Coordination $103/hr
Content Development/Copywriting $103/hr
Photography/Multimedia Production $103/hr
Stock Photography-Basic Free-$3 per photo
Stock Photography-Special $35 per photo
Digital Imaging: Photo Processing/Digital Handling $81/hr Web Development and Programming $132/hr
No additional charges for telephone consultation,overtime and rush requests.

Vendor fees are cost plusl5%,lower than the industry standard of 17.75%.This charge covers administration of vendor services,processing and review of proofs,attending quality inspections such as press checks,administering billings,quality assurance and control activities, and deliveries.
8 G O PAPHIC Maar! otir g&Advertising

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�� BUDGET
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To begin the development process for the masthead,we will explore examples from other communities taking away elements and strategies that are successful. Because the community has a history of over l0O years,vvevvi|| review Up|and'svisua| nesources, historical and contemporary,and select appropriate items that relate to its identity. In addition,we will review materials currently being developed for Up|and'sroarketing efforts and solicit direction from staff about their use.

Cost Proposal
One-Time Pe-brand of Upland Today
.. -
Coordination/Meetings �� UPLAND-' ,
`
4h�m@$10��u -
2 Designs(cover and spread) $1,620
1 Rounds mfRevisions ��K��
2� m m@$81/hmx ' °
$2'194
GB]GR4PH|CS ��-��-� i�'�c'' �� Marketing &Adwsrti,ing �

Page 03 ends

Sample

UPLAND TODAY ANNUAL TIME SCHEDULE
It1.( j`20?0 Spring 2021
Story Conference with City 2/18 6/10 8/26 1 1/1 2 Story Info/Drafts to Geographics 2/27 6/17 9/3 11/16 Recreation and Library Information t
Geographics 3/16 6/25 9/16 12/2
Geographics contacts departments
for article detail 2/27 - 3/16 6/17-6/25 9/3-9/16 11/16-12/2 Geographics prepares first mockup 3/1 7 - 3/23 6/25-7/6 9/16-9/23 12/2-12/10 City Review -draft#1 3/23-3/27 7/6-7/13 9/23-10/1 12/10-12/18 Revisions by Geographics 3/30-4/1 7/14-7/17 10/2-10/7 12/21-1/5/2021 City Review-draft#2 4/2-4/10 7/20-7/27 10/8-10/16 1/5-1/13/2021 Revisions by Geographics 4/13-4/15 7/27-7/30 10/19-10/22 1/13-1/18/2021 City Review -draft#3 4/16-4/20 7/31 - 8/4 10/23 - 10/27 1/19 -1/26/2021 Revisions by Geographics 4/20 8/4 10/27 1/26 Final sign off by City 4/21 8/5 10/28 1/27
Final Art to Printer 4/22 8/6 10/29 1/28 Printing 4/24-4/30 8/7-8/12 10/30-11/4 1/29-2/3 To Mailhouse 5/1 8/13 11/5 2/4
Deliver to Post Office 5/5 8/17 11/10 2/8 Mailed to Residents 5/7 8/1 9 1 1/1 3 2/10 Registration Starts 6/1 9/2 12/2 3/2 16 GEOGRAPHICS Marketing &Advertising

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4,a rrpl CI FUPLAND
5, i• "The City of Gracious Living"
Stalf(k.rctill
C�tIFOB�S
DATE: January 13,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF FIRST AMENDMENT TO PROFESSIONAL SERVICES

AGREEMENT WITH DTA FOR THE COMPREHENSIVE DEVELOPMENT IMPACT FEE STUDY
RECOMMENDED ACTION:

It is recommended that the City Council approve a First Amendment to the Professional Services Agreement with DTA in an amount not-to-exceed$3,200 and extend the term through February 28,2025.

GOAL STATEMENT
The proposed action supports the City's goal to provide sound fiscal stewardship.

BACKGROUND
On December 13, 2021, the City Council approved a Professional Services Agreement with DTA in the amount of $52,000,plus 10%City Manager authority for additional work,to conduct a Comprehensive Development Impact Fee (DIF)Study.

On October 28, 2024, the City Council adopted the DIF Nexus Study in accordance with Assembly Bill 1600 and adopted the Public Facilities DIF Schedule.

ISSUES AND ANALYSIS
Following City Council adoption of the DIF Nexus Study and Fee Schedule,the Desert Valleys Builders Association (DVBA)submitted comments and questions regarding the City's Nexus Study. In order to respond to these questions, a First Amendment to the Agreement with DTA is needed in an amount not to exceed$3,200.

Additionally, the original Agreement was through December 31, 2022. The First Amendment will also extend the term through February 28,2025,in order to allow sufficient time for DTA to respond to the DVBA.

FISCAL IMPACTS
The total increase in compensation is not to exceed $3,200 for a revised contract amount of$60,400. There are available funds in the Non-Departmental Contract Services Account No. 7551504-5253.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

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FIRST AMENDMENT TO THE AGREEMENT FOR

PROFESSIONAL CONSULTANT SERVICES
This Amendment No. 1 to the Agreement for Professional Consultant Services ("Amendment") is entered into as of January 25, 2025 ("Effective Date"), by and between CITY OF UPLAND, a California municipal corporation ("City"), and DAVID TAUSSIG AND ASSOCIATES, INC. DBA DTA., a California Corporation ("Consultant"). Consultant and City are sometimes hereinafter referred to individually as a"Party" and collectively as the "Parties."

RECITALS
WHEREAS, Consultant and City executed that certain Agreement for Professional Consultant Services with an effective date of December 13, 2021 ("Master Agreement"), to prepare a Comprehensive Development Impact Fee Study ("Study"); and WHEREAS, Consultant and City now desire to amend the Master Agreement to provide additional compensation for work outside of the original project scope which includes preparation of responses to public comments received regarding the Study in an amount not-to-exceed$3,200.

WHEREAS, the Parties now desire to amend the Agreement in order to extend the Term of the Agreement through February 28, 2025.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the Agreement, the Parties mutually agree as follows:

1. Incorporation of Recitals. The recitals set forth above are true and correct and are hereby incorporated herein by this reference.

2. Amendment to Section 2(b)of the Master Agreement. The first sentence of Section 2(b) of the Master Agreement shall be amended to read as follows:
"In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of sixty thousand four hundred dollars ($60,400), inclusive of incidental out-of-pocket costs subject to prior approval by the City."

3. Amendment to Section 3 of the Master Agreement. Additional work shall be performed by the Consultant to prepare responses to public comments received regarding the Study.
-1-

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4. Amendment to Section 5 of the Master Agreement. The first sentence of Section 5 of the Master Agreement shall be amended to read as follows:
"The term of this Agreement shall be from the Effective Date and continuing through February 28, 2025, unless earlier terminated as provided herein."

5. Full Force. All the remaining terms and conditions of the Agreement not amended by this Amendment No. 1, including without limitation the indemnity and insurance provisions, shall remain unchanged and in full force and effect.

6. Authority to Sign and Bind. Each person signing this Amendment No. 1 on behalf of a Party represents and warrants that he or she has the necessary authority to bind such Party and that this Amendment No. 1 is binding on and enforceable against such Party.

7. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, City and Consultant have executed this Amendment No. 1 effective on the day and year first above written.

CITY OF UPLAND CONSULTANT
a California municipal corporation David Taussig and Associates, Inc. dba DTA
By: By:

Michael Blay, City Manager
Its:

Printed Name:

ATTEST:

By: By:

Keri Johnson, City Clerk
Its:

Printed Name:

APPROVED AS FORM:

By:

Stephen Deitsch, City Attorney
-2-

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CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of December 13, 2021 (Effective Date) by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and David Taussig and Associates, Inc. dba DTA, a Corporation with its principal place of business at 5000 Birch Street, Suite 3000, Newport Beach, CA 92660 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project: preparation of a Comprehensive Development Impact Fee Study (hereinafter referred to as "the Project").

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit"B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of fifty-two thousand dollars ($52,000), inclusive of incidental out-of-pockets costs subject to prior approval by the City. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis based on percentage of project completed.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent(10%)of the amount of the Agreement. Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following 1

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manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term
The term of this Agreement shall be from the Effective Date to December 31, 2022, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). It is expected that Consultant will complete its review and analysis and submit its final report, plans and recommendations to the City by March 31, 2022. The Notice to Proceed shall set forth the date of commencement of work.

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
2

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8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 3

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(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for(1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
4

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(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must"pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
5

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Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(I) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers,employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
6

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(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(I) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

12. Indemnification.
a. To'the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
7

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b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
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14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to,the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved

16. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents.
a. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. b. Notwithstanding the above, computer software (including without limitation financial models, compilations of formulas and spreadsheet models) prepared by Consultant are Instruments of Service of Consultant and shall remain the property of Consultant. Consultant shall likewise retain all common law, statutory and other reserved rights, including the copyright thereto.
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19. Organization
Consultant shall assign Kuda Wekwete, Managing Director, as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

DISTRICT: CONSULTANT:

City of Upland DTA
460 N. Euclid Avenue 5000 Birch Street, Suite 3000 Upland, CA 91786 Newport Beach, CA 92660
Attn: City Manager Attn: David Taussig, President/CEO and shall be effective upon receipt thereof.

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 10

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25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

28. Time of Essence
Time is of the essence for each and every provision of this Agreement.

29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND AND
DTA
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF UPLAND DAVID TAUSSIG AND ASSOCIATES, INC DBA DTA
By: //A By:
«cTel :lay
City Ma ager Its: .-�.r, .

Printed Name: 4;vrlfex-4-1
(Two Signatures of Corporate Officers Required
For Corporations)
By: 41.'f'- Gt k�
Its: 4 '7"f}-
Printed Name: C''UL� $G •
ATTEST:

By:

Keri Johnson
City Clerk
12

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EXHIBIT A
Scope of Services
[Upland Comprehensive Development Impact Fee Study
Proposal dated October 18, 2021]
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0 it 0
www.FinanceDTA.com

RESPONSE TO REQUEST FOR

PROPOSALS (RFP)

CITY OF UPLAND

COMPREHENSIVE DEVELOPMENT IMPACT FEE
STUDY
PROPOSAL SUBMISSION DEADLINE:

October 18, 2021, at 4:00 p m.

Public Finance
-
Public-Private Partnerships
Development Economics
Clean Energy Bonds
I
Newport Beach I San Jose I San Francisco I Riverside
Dallas I Houston I Raleigh I Tampa
•

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I
dta :
www.FinanceDTA.com 5000 Birch Street,Suite 3000
Newport Beach.CA 92660

CITY OF UPLAND
of tit,/

COMPREHENSIVE DEVELOPMENT IMPACT FEE STUDY
PROPOSAL SUBMISSION DEADLINE:

OCTOBER 18, 2021, AT 4:00 P.M.

Prepared for:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Project Contact:

Ruda Wekwete
Managing Director,DTA
5000 Birch Street, Suite 3000
Newport Beach, CA 92660
Phone: (800) 969-4DTA

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dta
www.FinanceDTA.com 5000 Birch Street,.Suite 3000
Newport Beach,CA 92660
October 18, 2021
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
E-mail: [email protected]
RE: Request for Proposals ("RFP`)for a Comprehensive Development Impact Fee Study To Whom it May Concern:

DTA,formerly David Taussig&Associates,is pleased to submit this proposal to the City of Upland (the "City"). It is our understanding that the City is seeking a consultant to conduct a comprehensive update of City fees and prepare an Assembly Bill ("AB") 1600 Development Impact Fee ("DIF")Nexus Study("Fee Study"). This study would recommend the appropriate fee justification methodology and fee levels to support specific types of City-selected capital facilities needed to serve new growth. The City's current development impact and in-lieu fees include the Public Facilities Fee,Police Facilities Fee, Park Facilities Fee,Transportation Facilities Fee, Water Facilities Fee,Sewer Facilities Fee, and Storm Drain Facilities Fee.

With respect to DIF Nexus Studies, each of DTA's AB 1600 studies, similar to our Assessment District ("AD") formation work, includes a benefit cost analysis and the determination of nexus between the facilities financed and specific financing mechanism,which in this case would be the DIF(s). DTA has prepared approximately 500 fee justification studies to date for a variety of public improvements,including transportation,water,sewer and flood control facilities,fire and police stations, parks, libraries, and other types of infrastructure. In recent years, our firm has prepared AB 1600-compliant DIF justification studies and/or Quimby Act-compliant fee studies for the Cities of Anaheim, Blythe, Brawley, Calexico, Campbell, Cathedral City, Cerritos, Chino Hills, Colton, Costa Mesa, Desert Hot Springs, Fontana, Fowler,Hesperia, King City, Los Banos, Mammoth Lakes,Palo Alto,Pasadena,Paso Robles,Perris,Redlands,San Francisco,San Jacinto, San Jose, San Luis Obispo, Temple City, Torrance, Tustin, and Victorville and the Counties of Fresno, San Bernardino, San Jose, San Luis Obispo, Santa Barbara, Shasta, and Yuba, among others.

In addition, DTA has closely followed the evolution of AB 602 and is prepared to implement recently amended Government Code Sections 65940.1 and 66019 and the added Section 66016.5, as necessary. These will be required for the City's Fee Study as the City will be adopting its new DIF ordinance after January 1,2022,and may also wish to conform with revised regulations that apply to new ordinances after July 1, 2022. Information on AB 602 and DTA's experience in other states with similar impact fee requirements is included in the enclosed proposal.

DTA has an office in Riverside. Therefore, DTA staff will be available locally (as well as in our Newport Beach office)to assist the City throughout the Fee Study process. DTA staff members have considerable experience working on fee models for a variety of public improvements and will take a hands-on, detail-oriented approach with an emphasis on accuracy, efficiency, and reliability. As a result, from unique deadlines to fluid, potentially changing priorities, DTA is ready to hit the ground running with David Taussig as the proposed Principal-in-Charge. DTA is very proud that even after 45 years of experience in the industry, to this day, Mr. Taussig continues to seek innovative answers to the industry's biggest questions and contributes to the development of public finance and development-related legislation,

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dtct
www.FinanceDTA.com 5000 Birch Street,Suite 3000
Newport Beach,CA 92660
As described in greater detail in the attached proposal, DTA is a public finance consulting firm with offices in Newport Beach, San Jose, San Francisco, and Riverside, California, as well as Dallas and Houston,Texas,Raleigh,North Carolina, and Tampa,Florida. Since its establishment in 1985,DTA staff has completed consulting assignments for more than 3,000 clients in 10 states.

During this period,the firm has been involved in the formation of more than 2,000 public finance districts, with total bond authorizations exceeding $75 billion. Our financing programs have utilized a variety of public financing mechanisms, such as ADs, Community Facilities Districts ("CFDs"), Enhanced Infrastructure Financing Districts ("EIFDs"), Certificates of Participation, Tax Allocation Bonds, Sewer and Water Revenue Bonds, Marks-Roos Bond Pools, Landscaping and Lighting Districts ("LLDs"), Integrated Financing Districts, and various types of fee programs.

DTA is licensed and registered with the U.S. Securities and Exchange Commission (`SEC) and Municipal Securities Rulemaking Board (`MSRB")as a Municipal Advisor(No. 867-01160) and follows all the fiduciary requirements associated with this designation.

DTA's diverse and multidisciplinary project team for this project has the breadth of experience required to provide impact fee consulting services in a professional and timely manner. David Taussig, President/CEO,would be the Principal-in-Charge and have the City's primary account responsibility. Mr.Taussig would be assisted by Kuda Wekwete, a Managing Director at DTA, Nathan Perez, Esq., a Managing Director at DTA, Steve Runk, P.E.,Vice President of Engineering Services at DTA, and Richard Ruiz, a Senior Associate at DTA,in addition to other support staff.

As our staff is local,minimal travel will be required for all meetings and DTA staff can offer an ease of scheduling. In fact,we would consider ourselves to be an extension of City staff.

Mr. Wekwete, who will serve as the Project Manager, holds a Series 50 license as a Municipal Advisor with the SEC/MSRB under rules promulgated following the Dodd Frank Act in 2010. Brief resumes for each of our team members are included in Section IV of this proposal. Key personnel will be available to the extent proposed, or designated by the City,for the duration of the project and no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the City. All personnel will be available full-time(100%) for the duration of the project and a proposed schedule can be found in Section I.

If you have questions regarding this proposal, please feel free to call me or Kuda Wekwete at (800) 969-4DTA. We look forward to having the opportunity to work with the City on this engagement.

Best Regards,
David Taussig '+�
President/CEO
Phone: (800) 969-4DTA
Fax: (949)480-0034
DavidaFinanceDTA.com

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TA OF CONTENTS
SECTION PAGE
I PROJECT UNDERSTANDING AND APPROACH 1
A Project Approach 1
B Proposed Scope of Work 3
C Information to be Provided by the City 7
D Project Management Services 8
E Proposed Project Schedule 10
II RELEVANT EXPERIENCE 11
A Firm Overview 11
B Comprehensive Fee-Specific Experience 13
III REFERENCES 15
A City of Fontana, CA 15
B City of Colton, CA 16
C City of Anaheim, CA 17
D City of Tustin, CA 18
E City of Palo Alto, CA 19
IV KEY PERSONNEL 20
A DTA Team Biographies 22
V REQUESTED CHANGES TO CONTRACT 27
VI COST PROPOSAL 28
A Limitations 30

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SECTION I
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APPROACH
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I PROJECT UNDERSTANDING AND APPROACH
A Project Approach
With respect to the Fee Study, DTA would provide all-inclusive professional and technical support to the City in developing a conceptual project scope, in addition to reviewing any existing City DIF studies,the City's General Plan,Specific Plans,and the Capital Improvement Program("CIP"). DTA's comprehensive review of required impact fee and capacity fee levels shall be documented in a formal Nexus Study prepared under California Government Code 66000 et seq. DTA's Final Report would present a fee methodology that satisfies the "rational nexus" tests used by the courts to determine the legality of development exactions. Having previously been subject to legal and developer scrutiny,DTA has developed a streamlined approach and methodology that establishes a rational and substantial nexus between new development and the need for public facilities.

New State Legislation: With the recent approval by the State Legislature of AB 602,the City must be in compliance with new nexus requirements that apply to any DIF studies approved by the City Council after January 1, 2022. Starting on that date, if the City decides to adopt infrastructure standards that are above its existing levels of service, the DIF analysis must include an explanation of why the new level of service is necessary. Furthermore,if the study is adopted after July 1,2022, the City's approved impact fees must either be levied on residential development on a per square foot basis or the DIF Study must include specific findings explaining why square footage is not an appropriate metric to calculate the fees. Even if the City approves its DIF study prior to July 1,2022, it may wish to utilize a residential square footage metric to maintain consistency with other jurisdictions that will be adopting their next DIF analysis after July 1st. DTA is familiar with this new residential square foot metric based on work we have performed on school fee studies in California and other impact fee studies outside of California, as well as fee studies in Arizona and other states where new higher levels of service must be justified.

General Approach to Development Impact Reviews and Nexus Studies: In determining a reasonable nexus for each specific type of public facility, DTA will utilize one or more of the methodologies discussed below depending upon the data and other information available from the City and its current infrastructure policies. All of these fee methodologies employ the concept of an Equivalent Dwelling Unit ("EDU") to allocate benefit among various land use classes. EDUs are a means of quantifying different land uses in terms of their equivalence to a residential dwelling unit, where equivalence is measured in terms of potential infrastructure use or benefit from each type of public facility. For many types of facilities,EDUs are calculated based on the number of residents or employees generated by each land use class. For other facilities, different measures, such as the number of service calls, quantity of trip miles, or amount of storm water run-off, more accurately represent the benefit provided to each land use class. Transportation facilities typically demand EDU calculations predicated on a per unit or per trip basis, or according to Vehicle Miles Traveled ("VMT")criteria.

The three types of fee methodologies used by DTA to establish EDUs for a public facility within a typical AB 1600 study are based on either an existing Infrastructure Plan,a predetermined capacity amount,or a generic standard.

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Plan-Based Fees: The first method of apportioning fees is based on a"plan,"such as a Master Plan of Facilities, that identifies a finite set of improvements. These Facilities Plans generally identify a specific set of facilities needed by the public agency and are developed according to assessments of facilities needs prepared by staff and/or outside consultants and adopted by the public agency's legislative body. With this plan-based approach, specific costs can be projected and assigned to all land uses planned in the future, often with a specific time period in mind that reflects new development projections. In preparing an impact fee analysis, facilities costs can be allocated in proportion to the amount of demand caused by each type of future development. It works well when it is difficult to measure the actual service needed by a land use type or where capacity cannot be directly related to demand. Roads and flood control improvements are examples where plan-based fees are often used. These fees are typically per unit assessments. This type of plan-based approach is generally preferable to the two other approaches to cost allocation listed below, but it does require the existence of a Facilities Plan,which is not always available.

Capacity-Based Fees:A second method of fee assessment is based on the"capacity"of a service or system,such as a water tank or a sewer plant. This kind of fee is not dependent on a particular Land Use Plan (i.e.,amount or intensity),but rather it is based on a rate or cost per unit of capacity that can be applied to any type of development as long as the system has adequate capacity. This type of fee is useful when the costs of the facility or system are unknown at the outset,but it requires that the amount of capacity used by a particular land use type be measurable or estimable.

Capacity-based impact fees are assessed based on the demand rate per unit. This type of fee would most typically be assessed for water or wastewater systems.

Standard-Based Fees: A third method of assessing fees is based on "standards" where costs are based on units of demand. This method establishes a generic unit cost for capacity,which is then applied to each land use per unit of demand. Parks are an excellent example of this type of fee structure. California's Quimby Act allows cities and counties to establish a service standard,typically

3.0 to 5.0 acres of parkland per thousand residents, that may be required of all new residential development. For the City, the service standard is 3 acres of parkland per 1,000 residents, as reflected in Policy OSC-3.5 of the City General Plan. Thus,this standard is not based on cost but rather on a standard of service. This methodology provides several advantages, including not needing to know the cost of a specific facility and/or how much capacity or service is provided by the current system or having to commit to a specific size of facility.

In preparing its analysis, DTA will apply one or more of these three methodologies to each facility type to generate applicable fee levels. However, the results of our quantitative analyses will be tempered by real-world factors to be at least considered by the City prior to the adoption of revised fee levels. For example:

How do the proposed fee levels compare with those imposed in neighboring jurisdictions? Do any of the fee components need to be substantially modified or eliminated? Are there additional types of facilities for which the City might wish to add a new fee to its current list?
Will the calculated fee levels be so high they discourage future development? If so,the list of needed facilities could be shortened, with more facilities being assigned to individual City of Upland October18,2021
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development projects through conditions of approval, so they are not funded through the City's fee program and,therefore,fee levels can be decreased.

As the fees calculated by DTA are considered "maximum" fee levels as defined under the California Mitigation Fee Act, should the City impose lower fees for one or more land use types for a period of time to encourage certain types of land development? Should a "fee credit"program be established for developers who build or oversize facilities on the City's facilities needs list?
Should a stakeholders'committee or group be established to ensure outside input prior to the preparation of the Fee Study?
Should the automatic fee escalator be reviewed to possibly further mitigate the impacts of inflation on the fee program prior to the preparation and adoption of the next fee program by the City?
These questions and related issues will be discussed during the kickoff meeting and affect the implementation of the Scope of Work. One area in which City input is critical is the development of a Public Facilities Needs List ("Needs List") highlighting those public improvements that provide benefit to an area larger than a single development project, making an impact fee an excellent mechanism to accrue funding. DTA would request copies of the City's CIP, any Master Facilities Plans and approved Specific Plans,and City staff input regarding those improvements to be included on the Needs List. Details regarding the specific information being requested by City staff are included under Tasks and 3 and in Section C,below.

B Proposed Scope of Work
Work products stemming from the work plan described in this section will include:

A memorandum ("memo") summarizing the fee methodology options; and The Draft and Final Administrative Fee Reports.

Task 1— Development of Project Strategy and Kickoff Meeting DTA staff shall meet with City staff in a project kickoff meeting to finalize the details of the engagement, deliverables, timetables, and tasks, discuss the fee methodologies and best practices, identify needed information (i.e., reports, project/Needs Lists, stakeholder groups, data, etc.), prepare the final project schedule, discuss the public process, and resolve other concerns, as appropriate.

Task 2 — Develop Population and Dwelling Unit Projections DTA will compile and document existing and future population and development estimates for the City. The projections resulting from this task will ultimately calculate fee levels. This task comprises four subtasks.

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Subtask 2A- Population Projections
DTA will gather existing information on present and future population for the City from various sources, including City staff, the General Plan, existing Master Plans, the U.S.

Census, the San Bernardino County Transportation Authority ("SBCTA"), the State Department of Finance, and from other data sources,including the City's CIP.

Subtask 2B -Conduct Entitlement Research and Projections DTA will coordinate with the City Development Services Department to determine existing and future residential and non-residential development within the City over the planning horizon. To complete this subtask, DTA will review the General Plan/CIP and related plans to determine expected development land use patterns in the City, assess City records to identify existing entitlements for dwelling units and commercial/industrial development, and project the number of new dwelling units and commercial/industrial development based on existing entitlements and population projections through 2040, or such other target year as selected by City staff.

Subtask 2C- Review Current City Fee Structure
DTA shall review and summarize the City's current development fee structures (i.e., Public Facilities Fees, Police Facilities Fees, Park Facilities Fees, Transportation Facilities Fees,Water Facilities Fees,Sewer Facilities Fees,and Storm Drain Facilities Fees), City policies and procedures, and other regulatory requirements affecting potential fee structures and revenue program requirements.

Subtask 2D- Review Prior City Fee Justification Studies DTA shall review the approach and methodology utilized in prior City fee justification studies so they can be evaluated in light of the City's current needs.

Task 3 - Review Facility/Capital Needs and Levels of Service This task entails DTA's review of the facilities and capital needs required to serve new development in the City as projected in Task 2. DTA will use existing City materials as base documents and focus our effort on updating this information.

For any fee program to be comprehensive in its scope, it is necessary to complete a thorough identification and review of all the facilities that will be impacted by additional growth,including those already discussed in the General Plan or CIP. This task will require close coordination with all appropriate City departments.

Subtask 3A- Survey/Interview City Staff
DTA shall survey/interview City staff to review projected facilities in the City,along with major equipment needs, the timing at which improvements will be needed, and any physical data that would assist in developing the costs estimated below in Subtask 3C.

Based upon the results of the surveys and interviews,DTA will verify and,if appropriate, expand the list of new facilities found in the General Plan/CIP to be included within the fee program for the City.

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Subtask 3B - Facilities List
Based on the information collected in Subtask 3A, DTA shall prepare a Needs List that details the new facilities and equipment to serve new development in the City.

Subtask 3C- Review Cost Estimates
DTA's engineering and technical staff will, as necessary, consult with City department heads and/or engineering staff or equivalent to ascertain and understand in-house cost data for existing and projected facilities and equipment,apply inflation and cost-of-living escalators to the list of projected public facilities to determine future costs,review and/or refine existing cost data, examine major sources of revenue to fund the construction of new public facilities, and provide a proportional estimate between projected costs for new facilities and estimated revenue from mitigation fees and other sources.

Subtask 3D - Infrastructure or Facilities Improvement Plan DTA will prepare an Infrastructure or Facilities Improvement Plan that reflects the costs of infrastructure, improvements, real property, financing, other capital and associated appurtenances, equipment, vehicles, furnishings, and other eligible items that are associated with meeting future needs necessary for public facilities as allowed per State statutes.

Deliverables: Infrastructure or Facilities Improvement Plan; Needs Assessment Report Task 4 - Develop Methodology for Calculating New Fee Amounts This task entails developing the methodology used to establish the fee amount for each fee component to the extent appropriate. Since fees of any sort can be controversial from some stakeholders' perspectives,it is critical that any fee established be legally defensible. DTA's Fee Study methodology must meet the nexus or benefit requirements of AB 1600, which requires that there be a nexus between the fees imposed, use of the fees, and development projects on which the fees are imposed. Furthermore, there must be a relationship between the amount of the fee and cost of the improvements. In order to impose a fee as a condition for a development project, the methodology must accomplish the following:

Identify the purpose of the fee;
Ascertain the use to which the fee is to be put; if the use is financing public facilities,the facilities must be identified;
Determine how there is a reasonable relationship between the fee's use and type of development project on which the fee is imposed; and
Identify how there is a reasonable relationship between the need for the public facility and type of development project on which the fee is being imposed.

Implicit in these requirements is a stipulation that a public agency cannot impose a fee to cure existing deficiencies in public facilities or improve public facilities beyond what is required based on the specific impacts of new development. The benefit methodology established in this task will be documented in the Final Report.

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DTA shall prepare a memo to be submitted to City staff summarizing available methodologies and their respective pros and cons and providing detailed examples of other cities',counties',or agencies' impact fee programs. Methodologies to review will include programs based on auto vehicle trips or VMT, all mode trips (e.g., auto, transit, bike, and walk), square footages, or household units, etc. The memo will also discuss, as applicable,context-sensitive adjustments and "credits" for capital improvements required as part of a project application. DTA will recommend a Fee Expenditure Plan to ensure that projects can be fully funded and implemented within any required time limits for expenditures of such funds, as well as possible flexibility to allow collected fees to be used to provide the City with a match for grant applications. Finally, the memo will include recommendations for methodology and next steps. Upon review and discussion by City staff,a methodology will be selected.

Deliverable: Memo Summarizing the Fee Methodology Options Task 5 — Determine Fee Levels
This task entails calculating the fee amounts based upon the dwelling unit and commercial/industrial development projections completed in Task 2, facilities needs and costs determined in Task 3, and methodology selected in Task 4. Should the City decide to adopt its fees in a manner consistent with recently approved AB 602,the fee amounts would be calculated on a per square foot basis for residential development.

Subtask SA—Calculate Recommended Fee Amounts
DTA shall calculate fees for the City by inputting the data compiled under the preceding tasks and computing each fee to be levied. This work will be done in a spreadsheet format that can be updated annually.

DTA will also evaluate these recommended fee levels in comparison to fees currently imposed by surrounding cities, such as the Cities of Chino Hills, Claremont, Montclair, Ontario, and Rancho Cucamonga, so as to arrive at comparable and palatable fee levels.

Subtask SB — Document Fee Derivation
DTA shall document the methodology utilized for the fee calculation model in such a manner that can be easily understood by the City, the public, and various stakeholders.

DTA shall prepare written statements documenting the validity of the methodology for deriving each of the fees for the City. These statements will be made to meet the requirements of AB 1600 and documented in the Final Report discussed below.

Deliverables: Proposed Fee Levels; Brief Report of Similar Jurisdictions' DIFs, Including a Summary Table
Task 6 — Prepare Draft and Final Reports
This task entails the preparation of the Draft and Final Reports for consideration by the City Council and City staff.

Subtask 6A— Prepare Draft Report for Comments
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and consideration by City staff. The Draft Report will be prepared under the standards of AB 1600 and is expected to include an executive summary,population projections,the facilities and improvements list, areas of benefit (if applicable), fee calculations, recommended fee levels, and the suggested process for keeping fees current.

Subtask 6B— Prepare Final Report
Based on the incorporation of City staff comments and concerns on the Draft Report, DTA will prepare the Final Report for presentation to the City Council and City staff.

Deliverable: Draft and Final Reports
Task 7—Outline Tasks Required for the Implementation and Administration of the Fee Program.

DTA will prepare a list of tasks required of the City once they have adopted their new fee program.

These tasks include the determination of actual fee levels if the City decides not to impose the maximum fee levels allowed under the Fee Study,the implementation of the fee credit program,and other issues the City may face when implementing the fee program. In addition,DTA shall prepare a Draft Ordinance to adopt the fee program, subject to review and approval by the City's legal counsel.

Task 8 — Attend Meetings and Public Outreach
This task entails attendance at three (3) in-person meetings/workshops and two (2) online meetings, with the in-person meetings including the kickoff meeting, a meeting with the City Council to present the draft Fee Study, and a meeting with the City Council to present the final Fee Study. The two online meetings will include City staff and/or interested stakeholders to discuss progress on the Fee Study and obtain City staff and stakeholder input. For this purpose, DTA will develop handouts for these meetings that summarize the findings and analysis from the Public Review Draft.

C Information to be Provided by the City
DTA requests that the following information be provided by the City at no charge and in a timely manner such that the project does not extend beyond three (3) months from the date of authorization to proceed:

The City's General Plan, any Specific/Master Plans, Development Agreements, and data regarding existing entitlements;
To the extent available, detailed description of the proposed public facilities, including the facility name and number of square feet,acres,etc. (as applicable for each type of facility); Inventory of completed facilities within the City,including type,size,and location of facility; Cost estimates for proposed facilities(DTA anticipates that the City's cost data and estimates will be reviewed by DTA staff and discussed with City staff); Existing City Fee Ordinances and/or Resolutions;
Current Annual and Five-Year Reports per Government Code Sections 66006 and 66001;and Identification of any committed revenue sources pledged to fund proposed facilities.

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D Project Management Services
DTA has assembled an experienced and capable team with expertise in each unique element of study requested by the City. A key objective for this project will be to complete all tasks of the project within the agreed-upon budget and schedule. Time and time again,DTA has proven its ability to adhere to contract agreements and understand the importance of good project management. A number of key strategies employed for all of DTA's clients are listed below.

Reviewing prior studies and effectively managing data requests and data gathering/consolidation;
Ensuring key stakeholder input is received prior to writing any reports,so work need not be duplicated;
Leveraging technology to request and track information from various sources and stakeholders;
Setting up standing conference calls (i.e., weekly, bi-weekly), in addition to scheduled meetings with City staff in order to stay on track with tasks and deliverables and discuss critical project elements; and
Prepare internal report drafts for City staff review and discussion on conference call(s).

DTA utilizes the software application Vision to track project expenditures. This program is always available to DTA's employees and provides detailed project information ranging from the execution of the contract to completion of the project. To manage this contract effectively in terms of team performance, schedule compliance, and budget adherence, Mr.Wekwete, DTA's Project Manager,will utilize these tools:

Bi-weekly assignment checklists throughout the life of the contract to ensure each task remains on schedule by utilizing proper staffing assignments.

DTA will regularly be in touch with City staff via e-mail, telephone, and in-person meetings,as needed.

Weekly budget review to ensure no budget overruns occur. DTA's customized accounting system will enable us to track the expenditures to date each week and ensure budget compliance.

Regular meetings with City staff to discuss progress and any issues and receive guidance.

At DTA, all our multidisciplinary team members come from diverse backgrounds, and we put people first. We pride ourselves on developing strong relationships with our clients and working closely with them to understand the big picture and goals they want to achieve as a result of our engagement, as well as how DTA's work may impact other initiatives both now and in the future. At DTA, we understand that public finance isn't only about raising funds to pay for infrastructure or services. Public finance is about ensuring that communities can thrive by assessing what the best solution is for the community as a whole and what will help the community reach and sustain growth goals.

DTA brings an unbiased perspective combined with real-world experience in working with special districts,which gives us the ability to understand and communicate with all stakeholders throughout the process.

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Regarding our engagement approach,we will work closely with City leadership to engage with property owners,business owners,and community leaders to understand any issues or pressure points, as well as what is envisioned for the future. We will use technological solutions, such as Zoom meetings and social media, to engage with stakeholders in the COVID environment.

Finally, DTA will provide independent, objective, and unbiased work product. DTA's General Counsel regularly reviews legal opinions, regulations, and statutes that impact or modify public finance-related case law. DTA is committed to providing unbiased deliverables that reflect the most current developments in public finance and real property law.

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E Proposed Project Schedule
DTA's typical schedule of tasks for a DIF program/AB 1600 Nexus Study is outlined below. Given the City's desired project timeline, this timeline of events can and will be completed within the proposed time frame according to the City's specifications.

Table 1: Proposed Schedule
Weeks Weeks Weeks Weeks Weeks
Task _ Description _ 1 to 3 4 to 5 6 to 7 8 to 10 11 to 12 1 Development of Project Strategy and Kickoff Meeting 2 Develop Population and Demographic Projections 3 Review Facility/Capital Needs and Levels of Service VIM 4 Develop Methodology for Calculating New Fee Amounts
5 Determine Fee Levels
6 Prepare Draft and Final Reports
Outline Tasks Required for the Implementation and
Administration of the Fee Program — i 8 Attend Four(4)Additional Meetings and Public Outreach j I� Ongoing Communication,Education,and Outreach of Project v
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IT 13171 EVANT EXPERIENCE
A Firm Overview
It is DTA's understanding that the City is seeking a consultant to conduct a comprehensive update of City fees and prepare a Fee Study. This study would recommend the appropriate fee justification methodology and fee levels to support specific types of City-selected capital facilities needed to serve new growth. The City's current development impact and in-lieu fees include the Public Facilities Fee,Police Facilities Fee,Park Facilities Fee,Transportation Facilities Fee, Water Facilities Fee, Sewer Facilities Fee, and Storm Drain Facilities Fee.

DTA is a public finance and urban economics consulting firm specializing in infrastructure and public services finance. Our firm,which was founded in 1985,provides public finance consulting services to both public and private sector clients. We have offices in Newport Beach, San Francisco, San Jose, and Riverside, California, as well as Dallas and Houston, Texas, Raleigh, North Carolina, and Tampa, Florida. Additional information on DTA is available on our website ( www.FinanceDTA.com) .

DTA has been performing public facilities fee consulting services for over 33 years, since DIFs were enacted in 1987 under AB 1600 by the California Legislature and codified under California Government Code 566000 et seq.,also called the Mitigation Fee Act(the"Act"or"AB 1600"). DTA has extensive experience preparing DIF studies that have complied with Section 66000 et seq. of the Government Code and withstood legal scrutiny to the extent that none of our prior studies have been subject to any litigation. DTA also retains in-house legal counsel who will be engaged in this project and can assist our firm in clarifying legal issues that may arise related to the review or preparation of the Fee Study.

DTA has a diverse, multidisciplinary staff of approximately 50 employees, all of whom are directly involved solely in public finance. Staff members come from backgrounds in several fields,including land development,public administration,civil engineering,investment banking, economic consulting, redevelopment, law, non-profit administration, and land use planning.

This diversity of experience and expertise allows DTA to meet a wide variety of challenges related to both the actual work product and client management. DTA's staff members have considerable experience in computer-based financial analyses and modeling, which is a key component of the firm's consulting services. This ensures that the development of any computer models) utilized in the City's potential Fee Study will be in experienced hands.

Since its formation in 1985, DTA has assisted over 3,000 public and private sector clients in meeting their infrastructure and public services goals. DTA has been licensed and registered with the SEC and MSRB as a Municipal Advisor (No. 867-01160) and is following all the fiduciary requirements associated with this designation.

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DTA's consulting services include the following:

Proposition ("Prop") 218 and AB 1600-compliant impact fee studies; Quimby Act land valuation studies;
Public infrastructure and public services financing strategies; Assessment engineering and special tax consulting;
Annual administration of ADs and CFDs;
Public-private partnerships;
EIFD formation and ongoing management;
Fiscal and economic impact analyses;
Clean Energy Bonds;
Federal and state grant, loan, and tax credit applications; Economic development and revitalization studies; and
Public improvement construction management services.

DTA has been involved in the formation of over 2,000 public finance districts, with total authorized bonded indebtedness over $75 billion. Our financing programs have utilized a variety of public financing mechanisms, such as CFDs, 1913/1915 Act ADs, 1972 Act LLDs, EIFDs, Certificates of Participation,Tax Allocation Bonds,Sewer and Water Revenue Bonds,Marks-Roos Bond Pools, Integrated Financing Districts, and various types of fee programs. DTA's level of experience with special district formations is unequaled as our firm is the State of California's leading special tax and assessment consultant, having prepared special tax and assessment formulas on behalf of public agencies for the establishment of over 1,200 CFDs. ADs, and LLDs. DTA also has considerable experience establishing a variety of financing districts and property owner associations for the purpose of funding public service shortfalls created by new development.

On a Statewide basis, DTA has planned and implemented Public Facilities Financing Plans ("PFFPs")that have ranged from the quantitative analysis of a single financing mechanism for an individual facility to the preparation of a comprehensive financing plan covering multiple facilities and public services through a series of financing mechanisms. We at DTA feel strongly that our financial analyses provide public officials,landowners,and other interested parties with the level of information needed to make fully informed decisions regarding land use, infrastructure, and public services financing issues. DTA staff has extensive experience working with various stakeholder groups, including public agencies, public agency municipal staff, residents, local chapters of the Building Industry Association ("BIA"), local Chambers of Commerce, and other interested parties.

DTA's special assessment formulas, some of which have been in use since 1985,are based on a variety of methodologies that have withstood the test of time and legal scrutiny. Our firm's objective has been to take a balanced approach and utilize innovative and state-of-the-art techniques that enable all parties to receive the maximum benefit from public financing. DTA's knowledge and experience have enabled our firm to maximize the capacity of land-secured financing programs while minimizing burdens on homebuyers and other property owners.

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DTA has earned the trust of public agencies, bond investors, and other industry participants.

Our name is synonymous with quality, accuracy, and responsiveness. Our clients understand there is a quantifiable difference to our consulting services that gives us a clear edge over the competition.

DTA is committed to excellence and innovation,which allows us to attract and retain the most experienced and knowledgeable personnel in the industry. Our commitment to clients' needs is unsurpassed and our work product is simply better than our competitors'. We have been providing leading-edge annual special tax setting/assessment levy services for over 35 years.

DTA has an enviable reputation for producing high-quality work in a quick and efficient manner to correspond with even the most aggressive project schedule. DTA's clients also receive high levels of personal attention from senior staff, with a Principal, Senior Vice President, or Vice President always available to meet with public agency staff and other groups. Perhaps DTA's most outstanding qualification is the dedication and loyalty of the senior employees in our firm, many of whom have worked for DTA for 15-30 years, enabling our clients to count on the same personnel year after year on the job. As a result,DTA can offer a level of management expertise that is unequalled throughout the fields of public finance and special tax consulting. In fact, every DTA engagement is led by a Principal,Senior Vice President,or Vice President with at least 15 years of experience with our firm.

The result of this experience and expertise is that in over 35 years of work establishing over 2,000 financing districts and bond programs, DTA has never once been sued. Our quality control is without peer and one of the key components in ensuring our firm's success,especially when compared to so many other consulting firms in our industry that have been sued multiple times. DTA continues to seek innovative solutions and refine our work product to better serve and protect our clients.

B Comprehensive Fee-Specific Experience
As noted previously,DTA has been performing public facilities fee consulting services since DIFs were enacted under AB 1600 by the California Legislature and codified under California Government Code §-66000 et seq., also referred to as the Mitigation Fee Act. DTA has extensive experience preparing DIF studies that have complied with Section 66000 et seq. of the Government Code and withstood legal scrutiny to the extent that none of our prior studies have been subject to any type of litigation. DTA also retains in-house legal counsel who will be engaged in this project and can assist our firm in clarifying legal issues that may arise related to the review or preparation of the Fee Study.

DTA has prepared approximately 500 fee justification studies to date for a variety of public improvements,including transportation,water,sewer and flood control facilities,fire and police stations, parks, libraries, school facilities, and other types of infrastructure_ Regarding the land valuation calculations that apply to Park Impact Fees and/or Quimby in-lieu fee calculations, DTA staff accesses multiple data resources and employs a variety of analytical strategies to ensure that the final recommended land valuation is one that properly smooths out the data to address the dramatic high and low figures that can be common in the San Bernardino County real estate market. We subscribe to the Costar real estate database that provides us with current City of Upland October18,2021
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and historical sales prices and lease rates for all local real estate transactions. In recent years, our firm has prepared AB 1600-compliant DIF justification studies and/or Quimby Act-compliant fee studies for the municipalities listed below, among others.

City of Anaheim; • City of San Francisco;
City of Blythe; • City of San Jacinto;
City of Brawley; = City of San Jose;
City of Calexico; • City of San Luis Obispo;
City of Campbell; ■ City of Santa Ana;
City of Cathedral City; City of South San Francisco; City of Cerritos; City of Temple City;
City of Chino; City of Torrance;
City of Chino Hills; . City of Tustin;
City of Colton; ■ City of Victonrille;
City of Costa Mesa; m County of Colusa;
City of Cypress; County of Fresno;
City of Desert Hot Springs; County of Kings;
City of Escalon; County of Pasadena;
City of Firebaugh; County of Riverside;
City of Fontana; County of San Bernardino;
City of Fowler; County of San Francisco
City of Glendale; County of San Luis Obispo;
City of Hesperia; County of Santa Barbara;
City of Ione; County of Santa Clara Fire Department; City of Kingsburg; County of Shasta;
City of Lakeview; County of South Santa Clara Fire District; City of Live Oak; County of Yuba;
City of Los Banos; Town of Loomis;
City of Manteca; Town of Mammoth Lakes;
City of Napa; Beaumont Cherry Valley Recreation and Parks District; City of Palo Alto; Denair Community Services District; City of Pasadena; El Dorado Hills Community Services District; City of Paso Robles; El Dorado Hills Fire Department; City of Perris; Jurupa Area Recreation and Park District; City of Red Bluff; San Gorgonio Memorial Hospital; City of Redlands; San Gorgonio Pass Water Agency;and City of Reedley; South Yuba Transportation Improvement Authority.

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TIT REFERENCES
Listed below are five (5) references for DTA's recent work involving impact fee studies for municipalities in California. We encourage you to contact our references to learn firsthand how well DTA staff meets the needs of its clients.

A City of Fontana,CA
Table 2:Reference Information
Location City of Fontana, CA
Client Contact Chuck Hays
Title Public Works Director
Address 8583 Sierra Avenue,Fontana,CA 92335
• Phone Number (909)350-6530
E-mail Address Cl-laysaFontana.orq
Project Dates 4 November 2018-Present
Project Budget $67,860
DTA recently updated the DIF study originally approved in 2006 by the City of Fontana. With the adoption of a new 2018 General Plan, the City decided to initiate a comprehensive update to the City's DIF program to accommodate new planned growth within the community. The City determined that it would be prudent to revisit each previous fee study and examine whether its current impact fees are sufficient to meet the long-term needs for expected growth in development while also considering any possible incentives or disincentives that may be created by current impact fees or any new fees that are imposed. Revised impact fees were calculated by using updated information on development and City facilities.

The purpose of this fee study was to ensure that all new development is required to pay its "fair share" of the cost of new infrastructure through the DIF program. The fee structure allocated costs to residential and non-residential land uses. The fee amounts that were generated in the study were intended to finance transportation, fire, law enforcement,public facilities, libraries, and parks and recreation at levels identified by the various City departments as being necessary to meet the needs of new development through 2035.

In order to prepare this analysis, DTA surveyed City staff on the facilities needed to serve new development for its fee calculations. The survey included the project description,justification, public benefit, estimated costs, and project financing for each proposed facility. Through discussions between DTA and City staff, a facilities needs list was prepared listing each project description and cost. For the purposes of the City's fee program,the needs list was intended to be the official public document identifying the facilities eligible to be financed, in whole or in part, through the levy of a DIF on new development within the City. Notably, the City Council unanimously adopted DTA's recommended DIF schedule on December 10, 2019.

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B City of Colton, CA
Table 3:Reference Information
Location City of Colton, CA
Client Contact 1 Mark Tomich
Title Development Services Director
Address 659 North La Cadena Drive,Colton,CA 92324 Phone Number (909)370-5185
E-mail Address MTomichsaColtonCA.g.

Project Dates 2019-Present
Project Budget $59,945
In order to adequately plan for new development and identify the public facilities and costs associated with mitigating the direct and cumulative impacts of new development, DTA prepared an updated AB 1600 fee justification study for the City of Colton. For this study, DTA updated all DIFs, including the adoption of new fees, when appropriate. Revised impact fees were calculated using updated information on development and City facilities.

The purpose of this fee study was to ensure that all new development was required to pay its "fair share" of the cost of new infrastructure through the DIF program. The fee structure allocated costs to residential and non-residential land uses. The fee amounts to be determined in this report included Finance, Traffic, Fire Department, Police Department, Public Facilities, Libraries, Civic Center, and Park Development DIFs at levels identified by the various City departments as being necessary to meet the needs of future development through 2035.

DTA surveyed City staff on the facilities needed to serve new development for its fee calculations. The survey included the project description,justification,public benefit,estimated costs, and project financing for each proposed facility. Through discussions between DTA and City staff, a facilities needs list was generated listing each project description and cost. The needs list went through a series of revisions to fine-tune the needs, costs, and methodologies used in allocating the costs for each facility. Per the request of the City, in addition to the DIF study, DTA also generated a standards-based Quimby Fee Report and new capacity-based Wastewater Fee Report.

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C City of Anaheim,CA
Table 4: Reference Information
Location City of Anaheim,CA
Client Contact Debbie Moreno Rudy Emami
Title Finance Manager Public Works Director Address 200 South Anaheim Blvd.,Suite 276,Anaheim,CA 92805 hone Number (714)765-5195 (714)765-5176
E-mail Address DMorenofaAnaheim.net REmami(aAnaheim.ne'' Project Dates .y 1990-Present
Project Budgets $89,517 �I
DTA is currently assisting in analyzing the City of Anaheim's stormwater user fee revenues and developing a Financing Plan to fund annual operation and maintenance costs, capital improvements,and reserves. Our work involves the collection of land use and parcel data from the County of Orange,the City, and outside consultants. The goal of this work is to assess the feasibility of using new legislation to create a Storm Drain Fee. We are also working on a water quality credit program for the City.

In 2017, DTA assisted the City with an update of the City's DIF program. DTA prepared the demographics data, needs lists, and fee models for police,fire,library,parks,and transportation facilities. The park fee was developed pursuant to the Quimby Act of 1975, while all other fees were developed under AB 1600. In addition, as part of our role, DTA restructured the City's existing fee program in a manner that is more transparent and user-friendly for all constituents, including City staff and future developers. For instance, DTA worked with the City's Planning Department to establish the relevant land use classes for the study and eliminate or combine other land uses. These changes have resulted in a fee program that is easier to implement and better tracks the development that is occurring in the City. We are also currently assisting the City with an update of the City's Sewer Capacity Fee.

In addition,DTA is the Assessment Engineer/Special Tax Consultant for an existing Maintenance Assessment District ("MAD") for the City's Disneyland resort area and two existing CFDs. DTA is currently assisting the City with the formation of an MAD for the Platinum Triangle area. As the Special Tax Consultant, DTA has prepared the Rates and Methods of Apportionment ("RMAs"), Public Reports,and boundary maps. As the Assessment Engineer,DTA will formulate the benefit apportionment methodology for the AD in strict accordance with Prop 218 and prepare the required Engineer's Report and assessment diagram.

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D City of Tustin,CA
Table 5:Reference Information
Locatan � City of Tustin,CA _
Client Contact INE Ken Nishikawa
1111- Title Deputy Director of Public Works/Engineering Address 300 Centennial Way,Tustin,CA 92780
lib Phone Number (714) 573-3389
E-mail Address KNishikawaCaTustinCA.org
Project Dates 2002-Present
Project Budget $25,750 (Fiscal Year 2017-18)
This project involved the preparation and updates for an AB 1600 fee justification study and a Fiscal Impact Analysis ("FIA") for the City of Tustin so it could proceed with the redevelopment of the Tustin Marine Corps Air Station, which has been renamed the Tustin Legacy project and is anticipated to include almost 5,000 housing units and 9,000,000 square feet of non-residential development. DTA prepared its original work in 2004,and has prepared updates in 2008, 2011, and most recently in 2018. DTA identified needed public facilities in the areas of transportation, flood control, public safety, park and open space, community amenities, and government services required by new development. Additionally, the levels of fees that need to be imposed to finance the expansion or creation of these facilities to adequately serve projected future development in the City were identified.

DTA has also successfully completed the formation of four Mello-Roos CFDs to finance infrastructure and public services for various phases of the Tustin Legacy project.

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E City of Palo Alto, CA
Table 6: Reference Information
Location City of Palo Alto,CA
Client Contact Lindsay Wong
Title Management Analyst
Address 1305 Middlefield Road,Palo Alto,CA 94301 ih Phone Number (650)463-4954
E-mail Address _ Lindsay.WongcaCityofPaloAlto.org
Project Dates April 2020-April 2021
Project Budget $60,000
DTA updated the City of Palo Alto's Public Safety and General Government DIFs in 2012 and recently prepared a Park, Community Center, and Library DIF justification study for the City intended to update their existing AB 1600 Park, Community Center, and Library Impact Fees.

The purpose of the study was to evaluate existing City AB 1600 fees and recommend appropriate fee justification methodologies and new fee levels with a legally supportable analysis based on current and projected demographics. DTA provided professional and technical assistance to the City in preparing a comprehensive review of the City's AB 1600 Park Impact Fees. This included recommending an update to the City's Municipal Code pertaining to both Quimby Fees and AB 1600 Park Impact Fees, compiling parkland valuations, evaluating City-selected park, community center, and library capital facilities, and comparing the City's fee levels to that of neighboring communities in the San Francisco Bay Area. DTA also assisted in presenting the fee study to the Finance Committee, Parks and Recreation Commission, and City Council and ultimately bringing fee update recommendations before the City Council. The study was approved by the City Council on April 12th.

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T"f KEY PERSONNEL
DTA has assigned personnel to this project who bring experience and technical expertise to each unique element of study. Our team organization is illustrated below. Project roles of our key team members are described below and followed by professional biographies. AU personnel will be available full-time (100%) for the duration of the project.

Figure 1:Team Organization Chart
pi Ut'!
t
•
c'in-otee t4
4 dta
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David Taussig
President
(Principal-in-Charge)
Kiaa Wekwete
PaianicrUl Director
(Pro)ect Manager)
1 i
Nathan Perez Esq Steve Runk P.E Richard Rutz Jr.

Managing Director Vice President Senior Associate (Legal Analysis) (Engineering) (Task Specialist) DTA has assembled a project team with the breadth of experience required to assist the City with preparing the Fee Study. This project would be primarily handled out of DTA's Newport Beach office, but with support from our Riverside office. As our staff is local,minimal travel will be required for all meetings and DTA staff can offer an ease of scheduling. In fact, we consider ourselves to be an extension of City staff. Mr. Taussig will serve as the Principal-in-Charge of DTA's project team and handle primary account responsibilities for this engagement.

Mr. Taussig will attend meetings as necessary and supervise all project staff.

Mr. Wekwete will serve as the Project Manager for the DTA team and be the City's primary point of contact throughout this engagement. Mr.Wekwete,based out of Newport Beach,will oversee all day-to-day activities and attend all meetings. This will include scheduled meetings with City staff at which he will provide regular updates regarding progress and any problems that have arisen. In addition, Mr. Wekwete will be setting up conference calls with City staff and other City of Upland October18,2021
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interested parties whenever necessary. He may schedule these conference calls once per month on a date in-between any scheduled meetings with City staff.

Mr. Wekwete will handle the ongoing execution and completion of the entire Scope of Work and match DTA's work and deliverables with the City's needs and objectives. He will also manage the work of DTA's project team, including leading data collection efforts, directing the development of our technical model, providing senior-level analysis, reviewing progress and work products with City staff and stakeholders, presenting study findings at project meetings, and finalizing study documentation. Mr. Wekwete will be assisted in these tasks by Mr. Ruiz and other support staff.

Mr. Perez would be responsible for any legal analysis required of DTA, as well as modifications to the City's Fee Ordinance. Notably,DTA has never been sued in the 36 years we have been in business, which is truly remarkable considering the litigious nature of our given fields of expertise.

Mr. Runk will provide engineering expertise, assist in the selection of facilities to be included on the Needs List, prepare and/or review facilities cost estimates, and contribute to the apportionment analysis of specific facilities to be included in the fee program.

Key personnel will be available to the extent proposed,or designated by the City,for the duration of the project and no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the City. In addition, DTA is not behind schedule or past the completion date for any active projects and has a long history of delivering projects on a timely basis and adhering to agreements.

DTA will provide independent, objective, and unbiased work product. DTA's in-house General Counsel, Nathan Perez,regularly reviews legal opinions,regulations,and statutes that impact or modify AB 1600 and related case law. DTA is committed to providing unbiased deliverables that reflect the most current developments in public finance and real property law.

We have an enviable reputation for producing high-quality work in a quick and efficient manner to correspond with even the most aggressive project schedule. DTA's clients also receive high levels of personal attention from senior staff, with a Principal, Senior Vice President, or Vice President always available to meet with public agency staff and other groups.

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A DTA Team Biographies
David Taussig
President I .n avid(aFirlanceDTA.com
Project Role- Principal-in-Charge
(1,1 Mr. Taussig has over 45 years of experience in the fields of real estate finance and urban economics. His areas of expertise include municipal finance programs for infrastructure and public facilities development, fiscal and redevelopment impact analyses, and land development project feasibility studies.

Mr. Taussig has an extensive background in computerized financial analyses. Since founding DTA in 1985,Mr. Taussig has developed several state-of-the-art analytical methods and modeling approaches, in addition to directing the formation of over 1,000 public financing districts and subsequent sale of tax-exempt municipal bonds. These districts have funded public infrastructure and services for many types of residential and non-residential development and included several hundred master-planned communities built throughout California and in several other western states. Mr.Taussig's work has involved both the preparation and implementation of financing plans and his public sector clients have included virtually every major urban county and city within California and hundreds of special districts. He has provided similar consulting services to many of the largest land development firms in the State of California. The financing programs implemented by Mr. Taussig have ranged from land-secured CFDs to redevelopment tax increment programs and lease revenue-based Certificates of Participation. He is also responsible for DTA's successful efforts related to funding opportunities under various tax credit programs.

Mr. Taussig has also overseen the preparation of numerous feasibility and impact studies involving computerized analyses of project cash flows and/or impacts on public agencies and landowners. He has assumed project management responsibilities for several dozen AB 1600 development fee justification studies, including recent studies prepared on behalf of the Cities of Blythe, Cathedral City, Coachella, Colusa, Fontana, Live Oak, Paso Robles, Perris, Red Bluff, San Luis Obispo,Torrance, and Tustin and the Counties of Riverside, Santa Barbara, and Colusa. He has also handled the preparation of over 100 fiscal impact studies utilized by public agencies to determine the impact of new development or annexations on a municipality.

Prior to establishing his own firm, Mr. Taussig was the Director of Finance for Gfeller Development Company, where he handled all take-out and construction financing for the company's residential projects and infrastructure. He also prepared development project proformas that were used by prospective lenders and joint venture partners to evaluate the company's proposed projects.

Mr. Taussig was previously employed for 6 years by Mission Viejo Company ("MVC") where, as the Manager of Housing and Community Development, he was involved in the planning and financing of two planned communities encompassing over 50,000 homes. Mr.Taussig handled a substantial portion of MVC's mortgage and infrastructure financing during that period. He City of Upland October 18,2021
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also worked for 5 years in the public sector as the Administrator of a Federal housing and community development program and as a Land Use Planner. Mr. Taussig's educational background includes a master's degree in city planning from the University of California at Berkeley and B.A. in economics from Cornell University. He has received full certification from the American Institute of Certified Planners.

Mr. Taussig and the firm are a registered Municipal Advisor with the SEC/MSRB. He holds a Series 54 license as a Principal Municipal Advisor and Series 50 license as a Municipal Advisor under regulations promulgated by the SEC and MSRB. Even after 45 years of experience in the industry,to this day,he continues to seek innovative answers to the industry's biggest questions and contributes to the development of public finance and development-related legislation. In addition, he is an active member of the Urban Land Institute's ("ULI's") National Council for Public-Private Partnerships ("NCPPP") and advocates and facilitates the formation of public-private partnerships at Federal, state, and local levels.

Kuda Wekwete
Managing Director I KudaaFinanceDTA.com
Project Role - Project Manager
Since joining DTA in 2005,Mr. Wekwete has been involved in all aspects of the formation and implementation of special districts to fund infrastructure and services,as well as the sale of over$300 million in CFD bonds. His work has involved the preparation of tax spreads and overlapping debt analyses for the formation and/or sale of bonds for over 175 special districts established throughout California. In this role, Mr. Wekwete has prepared RMAs, CFD and Engineer's Reports, and documents required for the .� formation of CFDs, sale of property, and annual levying of special taxes. He has also been responsible for preparing PFFPs involving CFDs and other public finance mechanisms.

In addition, Mr. Wekwete has been actively involved in the preparation of dozens of impact fee studies, especially in the area of transportation infrastructure costing, and apportionment of these costs over various land use types based on benefit criteria. His engineering background has enabled him to assist DTA's Vice President of Engineering Services in applying a variety of apportionment methodologies to the development of fee studies and establishment of Benefit ADs for public sector clients. Mr. Wekwete's recent work on DIF studies has included engagements for the Cities of Colton, Desert Hot Springs, Fontana, Paso Robles, Penis, and Torrance and the Counties of Riverside,San Bernardino,San Luis Obispo,and Santa Barbara, among others.

Mr. Wekwete also has experience in the preparation of Fiscal Impact Reports ("FIRs"), tax increment analyses, and PFFPs and has performed due diligence services and developed disclosure documentation for land purchasers, public agencies,and lenders.

Mr. Wekwete received his B.S. in operations research and industrial engineering from Cornell University and M.S.in operations research and industrial engineering from Columbia University.

He also holds a Series 50 license as a registered Municipal Advisor with the SEC/MSRB under rules promulgated following the Dodd-Frank Act in 2010.

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Nathan Perez,Esq.

Managing Director,In-House General Counsel NatecaFinanceDTA.com Project Role - Legal Analysis
poiSince joining DTA, Mr. Perez has been involved in all aspects of the formation and implementation of hundreds of Mello-Roos CFDs and ADs throughout California,New Mexico,Arizona,Texas, and Washington,with responsibilities related to developing tax spread proforma analyses and preparing RMAs, Public Reports, and overlapping debt analyses.

Mr. Perez also has extensive expertise in the preparation,peer review, and defense of hundreds of DIF studies. This includes considerable work related to the preparation of facilities needs lists and apportionment of infrastructure and services costs to many land uses based on benefit criteria. He has also specialized in the apportionment of costs and setting of service levels for the construction and maintenance of law enforcement and fire protection facilities, open space acquisition, parkland,transportation facilities, drainage facilities, government services facilities, community centers, and library facilities. Mr. Perez' recent work on DIF studies has included engagements for the Cities of Escalon,Firebaugh,Kingsburg,Palo Alto,Pasadena,Paso Robles,Reedley,Rialto,San Jacinto, and San Luis Obispo and the Counties of Kings, San Bernardino,and Yuba,among others.

Mr. Perez has also completed nearly 175 FIRs and 55 economic development analyses for a variety of residential, commercial, and mixed-use developments throughout California and 10 other states.

Finally,his experience as an attorney has allowed Mr.Perez to effectively and efficiently evaluate dozens of state and Federal legal, regulatory, and administrative frameworks related to public finance and infrastructure development.

Prior to joining DTA,Mr. Perez worked for the Boston office of an international law firm, where he advised sponsors, managers, and investors on the tax aspects of fund formation and investment. He is admitted to the bar in both Massachusetts and California. Mr. Perez received his law degree from Harvard Law School and B.A. in economics and history, with high distinction, from the University of North Carolina at Chapel Hill. In addition, Mr. Perez holds a Series 54 license as a Principal Municipal Advisor and Series 50 license as a Municipal Advisor under regulations promulgated by the SEC and MSRB.

Mr. Perez is an active member of ULI,the California Bar Association,and the Hispanic National Bar Association. He also serves on San Jose's Willow Glen Business Association's ("WGBA's ) Board of Directors, which manages the Willow Glen Community Benefit Improvement District ("CBID") for the City of San Jose.

Mr. Perez was recently selected as an honoree for the 2020 Silicon Valley Business Journal's 40 Under 40 Awards and as a 2020 Rising Star by The Bond Buyer. These awards are testaments to his community service as a volunteer, his professional accomplishments, and his leadership experience in the field of public finance.

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Steve Runk,P.E.

Vice President,Engineering Services I [email protected] Project Role - Engineer(State License Number C23473 -California Registered Civil Engineer) Mr. Runk has over 45 years of experience in the design and construction management of major civil engineering projects, including roadways, r bridges,sewer and water improvements,and flood control facilities,grading for public works projects, and construction of commercial and industrial buildings. Mr. Runk's specific responsibilities have included design, quality control, specifications, estimates, construction bid packages, construction coordination and management,cost analyses and cost control,scheduling, manpower forecasting, staffing, and marketing. He has also assisted public agencies and developers in the procurement of funding from the California Department of Transportation ("Caltrans") and other Federal and state agencies.

Mr. Runk has a proven track record of meeting schedules and adhering to budgets. Since joining DTA in 2000, he has worked with local agencies to resolve community issues and negotiate scope changes with contractors to ensure the timely and satisfactory completion of construction projects.

He has also acted as the Project Manager for the establishment of ADs and preparation of numerous AB 1600 DIF justification studies. Mr.Runk specializes in preparing assessment apportionment formulas and fee studies for roads,storm drains,and water and wastewater facilities. He has been involved in preparing needs lists and apportioning facilities costs for many of DTA's AB 1600 studies,including those in the Cities of Anaheim,Brawley,Coachella,Chino Hills,Hesperia,Paso Robles, San Luis Obispo,Tustin,and Victorville, as well as the County of San Bernardino and a number of water districts,including the San Gorgonio Pass Water Agency. He was also closely involved in DTA's previous work as the AB 1600 consultant for the County of Riverside.

Prior to joining DTA, Mr. Runk, as the Senior Construction Manager for Holmes & Narver, Inc., successfully completed the construction of the SR-41 Freeway in Fresno County,which was the County's first Measure"C"sales tax-funded freeway. Prior to this project, Mr. Runk successfully completed the construction of the SR-71 Freeway in Chino/Chino Hills, California. This $98 million project was the first Measure "M" sales tax-funded project for the San Bernardino Associated Governments ("SANBAG"). Mr. Runk's responsibilities on both projects included contract management,quality control,public relations,cash flow analyses,project closeout,and compliance with Federal and State funding requirements.

Previously,Mr.Runk held positions with various public and private engineering entities in which he delivered projects requiring a wide variety of engineering expertise. He holds a B.S. in engineering from the University of California at Los Angeles and an M.S. in civil engineering from California State University at Long Beach. Mr. Runk is a registered Civil Engineer in the State of California.

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ta
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Richard Ruiz,Jr.

Senior Associate I [email protected]
Project Role—Task Specialist
nMr. Ruiz has a background in econometrics and industrial organization.

Since joining DTA, he has been involved in the formation and administration of numerous CFDs, ADs, and LLDs throughout California and several other states, including Texas, North Carolina, and Utah. His responsibilities related to these projects have included the development of tax spread proforma analyses and preparation of overlapping debt analyses. In addition, while at DTA, he has participated in a variety of projects, including fiscal and economic impact studies for cities and counties throughout California, school district rezoning projects, and city/county annexation projects.

Mr. Ruiz also has extensive experience working on the preparation of DIF justification studies for cities and counties in California. His responsibilities during the impact fee justification and apportionment analysis process for each respective project include the preparation of capital improvement and public facilities needs lists,data collection,the development and modification of the DIF Report model, the production of a written report, and interactions with city and county staff and key stakeholders. Mr. Ruiz' recent work on DIF studies has included engagements for the Cities of Chino Hills, Colton, Desert Hot Springs, Fowler, Penis, and Victorville and the Counties of San Luis Obispo and Santa Barbara, among others.

Prior to joining DTA, Mr. Ruiz spent 14 years with an energy economics consulting firm that focused on economic and market research studies, mergers and acquisitions analyses, market entry research strategies, and economic due diligence projects for companies seeking equity funding. He has a degree in economics from California State University at Long Beach with a concentration in public finance.

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REQUESTED CHANGES TO
dta CONTRACT
www.FinanceDTA.com
t. Rc(11 lfr cTVn wir 'cc Tr) en f'l PAf
DTA accepts the terms, conditions, and general form of the City's Professional Services Agreement, including the Workers' Compensation requirements, except for the revision noted below.

Addition of the following phrase to the end of Section 18, `Documents':
"Notwithstanding the above, computer software (including without limitation financial models, compilations of formulas and spreadsheet models),prepared by Consultant are Instruments of Service of Consultant and shall remain the property of Consultant.

Consultant shall likewise retain all common law, statutory and other reserved rights, including the copyright thereto."
This supplemental language has been requested to provide us with adequate trade secret protection. We have developed our computer models over the past 36 years and the formulas inherent in the models are proprietary. However, the ultimate work product itself can belong to the City.

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dia./ COST PROPOSAL
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SIT CfST PRlpflc4l.

Fees for services shall be charged on an hourly basis according to the rates set forth in the fee schedule below, with invoices being submitted to the City monthly. The estimated fee for services is not to exceed $50,000 for the Scope of Work. Notably, the figures listed in Table 7 for each task are just estimates and the charges assigned to any one task may be transferred to another task,as long as the overall invoices submitted by DTA do not exceed$50,000,excluding expenses. Fees for services shall be charged according to the professional services fee schedule identified in Table 8.

Table 7: Proposed Budget
Titre ' _- 'ourly Rate Est. Total Cost
President/MD $275 5 $1,375
Task#1:Development of Project Vice President $240 0 $0 Strategy and Kickoff Meeting
Senior Associate 1 $185 6 $1,110
Task 1 _ 11 $2,485
President/MD $275 6 $1,650
Task#2:Develop Population and -
Demographic Projections Vice President $240 0 $0 Senior Associate $185 12 $2,220
Task 2 24 $3,870
President/MD I $275 12 $3,300
Task#3: Review Facility/Capital
Needs and Levels of Service Vice President $240 + 8 $1,920 Senior Associate f $185 32 $5,920
Task 3 52 $11,140
President/MD $275 6 $1,650
Task#4:Develop Methodology for Vice President $240 0 Calculating New Fee Amounts $0
Senior Associate $185 12 $2,220
Task 4 18 $3,870
Task#5:Determine Fee Levels and President/MD $275 12 $3,300 Conduct Comparative Fee Study Vice President $240 0 $0 with Other Cities Senior Associate $185 28 $5,180 Task 5 40 $8,480 /I
President/MD $275 20 $5,500
Task#6:Prepare Draft and Final Vice President $240 0 $0 Reports
Senior Associate $185 31 $5,735
Task 6 51 $11,235
Task#7:Outline Tasks Required for President/MD $275 4 $1,100 the Implementation and Vice President $240 0 $0 Administration of the Fee Program Senior Associate $185 4 $740 Task 7 8 I $1,840
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Description A Title dourly Rate ,l-lours Total Cost President/MD $275 _ 12 $3,300
Task#8:Attend Four(4)Additional Vice President $240 0 $0 Meetings and Public Outreach
Senior Associate $185 _ 20 $3,700
Task 8 32 $7,000
President/MD $275 77 $21,175
Total Not to Exceed Vice President $240 8 $1,920 Senior Associate $185 145 $26,825
Total* I 230 7$50,000
*Note:This total has been rounded for budgeting purposes.

Table 8: DTA's Fee Schedule
President/Managing Director $275/Hour
Senior Vice President $260/Hour
Vice President $240/Hour
Manager $195/Hour
Senior Associate $185/Hour
Associate III $175/Hour
Associate II $165/Hour
Associate I $150/Hour
Research Associate II $140/Hour
Research Associate I $125/Hour
Additional meetings [more than the five (5) meetings specified in the Scope of Work, including three (3) in-person meetings and two(2)virtual meetings]shall be billed on a time and materials basis.

Out-of-pocket and administrative expenses shall be equal to 3% of DTA's billings for labor, plus travel expenses and any outside vendor payments, not to exceed $2,000. Ali hourly rates for services apply through June 30, 2022, and are subject to a cost-of-living increase at that time.

On or about the first two weeks of each month during which consulting services are rendered hereunder, DTA shall present to the City an invoice covering the current consulting services performed and reimbursable expenses incurred pursuant to this Notice of Authorization.

Invoices shall be paid by the City within 30 days of the date of each invoice. A 1.2% charge may be imposed monthly against accounts that are not paid within 45 days of the date of each invoice. The prevailing party in any legal action brought by one party against the other and arising out of this Consultant Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.

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dt /tc*, www.FinanceDTA.comCOST PROPOSAL
A Limitations
The labor costs in the table above include attendance at a total of three (3) formal in-person meetings with City staff and the City Council, plus two (2) online meetings with City staff and stakeholders. Attendance at more than five (5) meetings, detailed written responses to resolve disputes, or the preparation of more than one set of major revisions to the Draft Report will be classified as additional work and may require further billing at the hourly rates identified in Table 8 if the maximum fee level has been exceeded.

Other examples of additional work shall include:

Additional analyses based on revised assumptions requested by the City,including possible changes in the Needs List,infrastructure costs,population projections,future land uses and related data once the preparation of the Draft Report has been initiated, as well as adjustments to assumptions once the Draft Report has been approved; Additional meetings or lengthy negotiations with stakeholders,including representatives of the BIA;
Tasks related to litigation by stakeholders should it occur once the Fee Study has been completed;
Time expended related to obtaining data assigned to the City under "Information to be Provided by the City";and
Actual implementation of the fee program(s).

The maximum fee listed above assumes the review and implementation of the fee program with a schedule between initiation of services and public outreach that is within the proposed time frame according to the City's specifications.

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a►_ •
www.FinanceDTA.com
5000 BIRCH STREET, SUITE 3000
NEWPORT BEACH, CA 92660
PHONE: (800) 969-4DTA
Public Finance
Public-Private Partnerships
Development Economics
Clean Energy Bonds

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Upland City CouncilJanuary 13, 2025

Upland City Council
January 13, 2025